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Otava Partner Portal
Partner’s access to, and use of, the Portal is determined at all times by Otava in its sole discretion. Partner is solely responsible for maintaining the confidentiality of its login credentials, and for the activities of, and information or content uploaded by, its users in the Portal. Partner agrees to promptly notify Otava of any breach in secrecy of its Portal login credentials. Partner agrees to use the Portal in compliance with these terms, any notices or instructions posted in the Portal, and all applicable laws, rules and regulations,
All information, data, or other content made available on the Portal by Otava its third party licensors, including but not limited to logos, images, documents and text (“Content”) is provided “AS IS.” Otava assumes no responsibility regarding the accuracy, timeliness, or completeness of the Content, and the use of Content is at Partner’s own risk. Content in the Portal may be changed or updated without notice. Partner acknowledges and agrees that Content is confidential and proprietary information of Otava or its third party licensors, that it will hold such Content in confidence, and that it will keep confidential and protect such Content in accordance with the confidentiality obligations set forth in Partner’s services, agent or other agreement with Otava.
The Portal and Content may contain proprietary notices and copyright information, the terms of which must be strictly observed and followed at all times. Other than content or information uploaded or submitted to Otava by Partner, Content in the Portal represents valuable and proprietary intellectual property of Otava or its third party licensors, and is protected by any and all applicable international, federal, and state laws, rules, orders and regulations relating to intellectual or proprietary property. Other than as set forth in these terms or as agreed to by the parties pursuant to an executed agreement, Otava does not grant any licenses to any copyrights, trademarks or any other intellectual property rights, including with respect to the Content, to Partner. To the extent that information or content uploaded or submitted to Otava by Partner includes any suggestions, idea, enhancement requests, feedback, recommendations or other information related to Otava’s products or services, Partner hereby irrevocably assigns all intellectual property rights in such information or content, without compensation to Partner or any third party. In addition, Partner agrees that Otava may use, copy, modify, reproduce, translate and publish such information or content for any purpose and in any way, including implementation in its products or services.
Otava makes no representations whatsoever about any third party website or other platform which may be accessed through the Portal. When Partner accesses a non-Otava website, even one that may contain the Otava-logo, please understand that it is independent from Otava, and Otava has no control over the content on that Portal. In addition, a link to a non-Otava website does not mean that Otava endorses or accepts any responsibility for the content, or the use, of such website. Otava’s obligations with respect to its products and services are governed solely by the agreements under which they are provided.
Partner agrees to indemnify and hold harmless the Company and its licensors and suppliers, and their respective directors, officers, employees, agents and contractors, from all damages, injuries, liabilities, costs, fees, fines, penalties, and expenses (including, but not limited to, reasonable legal and accounting fees) arising from or in any way related to Partner’s violation of these terms, violation of any third party confidentiality, intellectual property, privacy or other rights, or misuse of the Portal by Partner or any its employees, contractors or agents.
IN NO EVENT WILL OTAVA BE LIABLE TO PARTNER FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE PORTAL, OR ON ANY OTHER WEBSITE OR THIRD PARTY PLATFORM LINKED IN THE PORTAL, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ALL INFORMATION IS PROVIDED BY OTAVA ON AN “AS IS” BASIS ONLY. OTAVA PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
If any provision of these terms is found to be unenforceable or invalid, such provision will be severed or limited to the minimum extent necessary so that these terms will otherwise remain in full force and effect and enforceable. These terms are governed by the laws of the State of Michigan. No agency, partnership, joint venture, or employment is created as a result of these terms and Partner does not have any authority Otava in any respect whatsoever pursuant to these terms.