Acceptance of Terms
This website, located
at otterproducts.resellerregistration.com
(“Website”), is owned and operated by UPPmarket, Inc.
(“Data Processor”) on behalf of Otter Products
EMEA Unlimited, a company incorporated in Ireland with registered
number 481927 whose registered office is at 5th Floor, Hibernian
House, 80a South Mall, Cork, Ireland (“Otter Products”).
This Website provides
users with access to information and materials about Otter Products
and its retailers, agents and distributors. These materials may
include information related to certain products and services
("Products and Services") offered by Otter
Products. The Website also contains text, pictures, graphics, logos,
button items, images, works of authorship, and other content
(collectively, with all information and material about Otter
Products, Products and Services, shall be referred to as "Content").
This Website is intended for use only by users who are at least 18
years of age.
PLEASE NOTE: Your
access to and use of this Website are subject to these terms of use
(“Terms of Use” or “Terms”), as well
as all applicable laws and regulations. Please read these Terms of
Use carefully. If you do not accept and agree to be bound by any of
these Terms of Use, you are not authorized to access or otherwise use
this Website or any information, Content or Products and Services
contained on this Website. Your access to and use of this Website
constitutes your acceptance of and agreement to abide by each of
these terms and conditions set forth below. These Terms of Use may be
changed, modified, supplemented or updated by Otter Products from
time to time without advance notice by posting here and you will be
bound by any such changed, modified, supplemented or updated Terms of
Use if you continue to use this Website after such changes are
posted. Unless otherwise indicated, any new Content, Products and
Services added to this Website will also be subject to these Terms of
Use effective upon the date of any such addition. You are encouraged
to review the Website and these Terms of Use periodically for updates
and changes. These Terms apply to the entire contents of our website
and to any correspondence by email between us and you. Our Privacy
and cookie statement does not form part of these Terms but
should be read also. Some parts of our website may also contain
additional provisions which apply in addition to these terms.
If
you have any questions about these Terms of Use, please contact Otter
Products as indicated in the "Contacting Otter Products"
section of this Policy.
Authorized
Access Only; Confidentiality Obligations
Customers
and/or retailers of Otter Products ("Users")
may, upon request from the User, be granted access by Otter Products
to the password-protected portions of the Website (the "Portal").
For those individuals who are employees or agents of a User, by
accessing the Portal, you represent and warrant to Otter Products
that you are authorized by the User to access the Portal, and are
entrusted by the User to provide information about and on behalf of
the User. You agree to take all reasonable precautions to safeguard
the confidentiality of the Content and all information accessed on
the Portal (collectively, the "Portal Protected
Information"), exercising the same standard of care to
protect the information as used to protect your own similar
confidential and proprietary information, but at all times no less
than a reasonable standard of care. You agree to immediately notify
Otter Products of any unauthorized use or disclosure of the Portal
Protected Information, and to take all necessary actions to prevent
use or disclosure of the Portal Protected Information in breach of
these Terms of Use or applicable law.
Password
Accounts, Passwords, and Security
When
accessing the Portal, you are entirely responsible for maintaining
the confidentiality of your password and account and for any and all
activities that occur under your account. You agree to (a)
immediately notify Otter Products of any unauthorized use of your
account or any other breach of security of which you become aware,
and (b) exit completely from your account at the end of each online
session. Otter Products will not be liable for any loss that you or
your employer may incur as a result of someone else using your
password or account, either with or without your knowledge. However,
you could be held liable for losses incurred by Otter Products or
another party due to someone else using your account or password. You
may not use anyone else's account at any time, without the permission
of the account holder.
Intellectual
Property
The
Site Operator or Otter Products (and/or its direct and indirect
(through one or more intermediaries) parent entities, subsidiary
entities and/or affiliated entities and/or the respective third party
owners of Content) retains all right, title, and interest in this
Website and any Content, features, Products and Services offered on
this Website, including any and all intellectual property rights.
Otter Products (or the respective third party owners of Content)
reserves all rights not expressly granted. Any unauthorized use
terminates the permission or license granted by Otter Products.
Copyright
– ©2019 Otter Products All rights reserved. Except as
otherwise expressly stated, all Content appearing on this Website is
the copyrighted work of Otter Products or its third party content
suppliers and is protected by U.S. and international copyright laws.
The compilation (meaning the collection, arrangement and assembly) of
all Content is also the exclusive property of Otter Products and is
protected by U.S. and international copyright laws. Otter Products
shall not be liable for any damages or claims arising out of or
related to your use of the Content.
Limited
License and Site Access; All Rights Reserved – Otter Products
hereby grants you a limited license to access and make personal use
of this Website and the Content, but not to download (other than page
caching) or modify it, or any portion of it, except with express
written consent of Otter Products (e.g., downloading of PDF forms,
applications, digital assets, etc.). This license does not include
any resale or commercial use of this Website or the Content; any
derivative use of this Website or the Content; or any use of data
mining, robots, or similar data gathering and extraction tools. This
Website or any portion of this Website may not be reproduced,
duplicated, copied, sold, resold, visited, or otherwise exploited for
any commercial purpose without the express written consent of Otter
Products. You may not frame or utilize framing techniques to enclose
any trademark, logo, or other proprietary information (including
images, text, page layout, or form) of Otter Products without Otter
Products express written consent. You may not use any meta-tags or
any other "hidden text" utilizing any of Otter Products
name(s) or service marks without the express written consent of their
owners.
You
may download information from this Website and print out a hard copy
for your personal use provided that you keep intact and do not remove
or alter any copyright or other notice (e.g., trademark, patent,
etc.) contained in the information. Except as otherwise expressly
stated herein, you may not alter, modify, copy, distribute (for
compensation or otherwise), transmit, display, perform, reproduce,
reuse, post, publish, license, frame, download, store for subsequent
use, create derivative works from, transfer, or sell any information
or Content obtained from this Website, in whole or in part, including
any text, images, audio, and video in any manner, without the prior
written authorization of Otter Products or any applicable third party
suppliers. The use of Content, including images, by you, or anyone
else authorized by you, is prohibited unless specifically permitted
by Otter Products. Any unauthorized use of text or images may violate
copyright laws, trademark laws, the laws of privacy and publicity,
and applicable regulations and statutes. Otter Products does not
warrant or represent that your use of Content, Products and Services
or any other materials displayed on this Website will not infringe
rights of third parties. Your use of any of the Content beyond the
scope of personal use may require a license from the owner of the
rights to the data with respect to the use of portrait right,
trademark, copyright, design right, right of utilization or any other
rights of the persons, products or landscape portrayed in the
provided Content. Otter Products is not responsible for any claims of
ownership rights to any images or data against you. Any applicable
license fee for such rights is not included in the purchase price of
the Service. You will indemnify, defend and hold harmless Otter
Products from and against any losses or claims, by an owner of data
or image rights or any third party resulting from any violation of
these Terms of Use.
Trademarks
and Service Marks – Certain trademarks are the service marks
and trademarks of Otter Products or one of its affiliates. The domain
name for this Website, all page headers, custom graphics, and button
icons are service marks, trademarks, logos, and/or trade dress of
Otter Products. All other trademarks, service marks, trade dress,
product names, company names or logos, whether registered or not, on
the Website are the property of their respective owners. In addition
to complying with all applicable laws, you agree that you will not
use any such trademarks, service marks, trade dress, or other logos
from this Website without the prior written authorization of Otter
Products.
Ownership
of information submitted via this Website – Any information you
transmit to Otter Products via this Website, whether by direct entry,
submission, e-mail or otherwise, including data, questions, comments,
or suggestions, will become the property of Otter Products. Any such
information may be used for any purpose, including, without
limitation, aggregation, reporting, reproduction, disclosure,
transmission, publication, broadcast, and posting, subject to the
terms of Otter Products Privacy Policy with respect to your personal
and confidential business information. Subject to the terms of Otter
Products Privacy Policy, Otter Products shall be free to use any
ideas, concepts, know-how, or techniques contained in any
communication you send to Otter Products via this Website or by any
other means for any purpose whatsoever, including, without
limitation, developing and marketing products using such information.
Connection
Requirements – You are responsible for providing and
maintaining, at your own risk, option and expense, any hardware,
software and communication lines required to access and use this
Website, and Otter Products reserves the right to change the access
configuration of this Website at any time without prior notice.
Prohibited
Use
Any
use or attempted use of this Website (i) for any unlawful,
unauthorized, fraudulent or malicious purpose, or (ii) that could
damage, disable, overburden, or impair any server, or the network(s)
connected to any server, or (iii) interfere with any other party's
use and enjoyment of the Website, or (iv) to gain unauthorized access
to any other accounts, computer systems or networks connected to any
server or systems through hacking, password mining or any other
means, or (v) to access systems, data or information not intended by
Otter Products to be made accessible to a user, or (vi) attempt to
obtain any materials or information through any means not
intentionally made available by Otter Products, or (vii) any use
other than the business purpose for which it was intended, is
prohibited.
In
addition, in connection with your use of the Website, you agree you
will not:
a)
Upload or transmit any message, information, data, text, software or
images, or other content ("Material") that
is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, obscene, libelous, or otherwise objectionable, or
that may invade another's right of privacy or publicity;
b)
Create a false identity for the purpose of misleading others or
impersonate any person or entity, including, without limitation, any
Otter Products representative, or falsely state or otherwise
misrepresent your affiliation with a person or entity;
c)
Upload or transmit any material that you do not have a right to
reproduce, display or transmit under any law or under contractual or
fiduciary relationships (such as nondisclosure agreements);
d)
Upload files that contain viruses, trojan horses, worms, time bombs,
cancel-bots, corrupted files, or any other similar software or
programs that may damage the operation of another's computer or
property of another;
e)
Delete any author attributions, legal notices or proprietary
designations or labels that you upload to any communication feature;
f)
Use the Website’s communication features in a manner that adversely
affects the availability of its resources to other users (e.g.,
excessive shouting, use of all caps, or flooding continuous posting
of repetitive text);
g)
Upload or transmit any unsolicited advertising, promotional
materials, "junk mail," "spam," "chain
letters," "pyramid schemes" or any other form of
solicitation, commercial or otherwise;
h)
Violate any applicable local, national or international law;
i)
Upload or transmit any material that infringes any patent, trademark,
service mark, trade secret, copyright or other proprietary rights of
any party;
j)
Delete or revise any material posted by any other person or entity;
k)
Manipulate or otherwise display the Website by using framing,
mirroring or similar navigational technology or directly link to any
portion of the Website other than the main homepage in accordance
with the Limited License and Site Access outlined above;
l)
Probe, scan, test the vulnerability of or breach the authentication
measures of, this Website or any related networks or systems;
(m)
Register, subscribe, attempt to register, attempt to subscribe,
unsubscribe, or attempt to unsubscribe, any party for any Products
and Services if you are not expressly authorized by such party to do
so;
(n)
Harvest or otherwise collect information about others, including
e-mail addresses; or
(o)
Use any robot, spider, scraper, or other automated or manual means to
access this Website, or copy any content or information on this
Website.
Otter
Products reserves the right to take whatever lawful actions it may
deem appropriate in response to actual or suspected violations of the
foregoing, including, without limitation, the suspension or
termination of the user's access and/or account. Otter Products may
cooperate with legal authorities and/or third parties in the
investigation of any suspected or alleged crime or civil wrong.
Except as may be expressly limited by the Privacy Policy, Otter
Products reserves the right at all times to disclose any information
as Otter Products deems necessary to satisfy any applicable law,
regulation, legal process or governmental request, or to edit, refuse
to post or to remove any information or materials, in whole or in
part, in Otter Products sole discretion.
Right
to Monitor – Otter Products neither actively monitors general
use of this Website under normal circumstances nor exercises
editorial control over the content of any third party's website,
e-mail transmission, news group, or other material created or
accessible over or through this Website. However, Otter Products does
reserve the right to monitor such use at any time as it deems
appropriate and to remove any materials that, in Otter Products sole
discretion, may be illegal, may subject Otter Products to liability,
may violate these Terms of Use, or are, in the sole discretion of
Otter Products, inconsistent with Otter Products purpose for this
Website.
No
Otter Products Editorial Control of Third Party Content; No Statement
as to Accuracy – To the extent that any of the Content included
in the Website is provided by third party content providers or Users,
Otter Products has no editorial control or responsibility over such
Content. Therefore, any opinions, statements, products, services or
other information expressed or made available by third party
suppliers or Users on this Website are those of such third party
suppliers or Users, respectively. Otter Products does not represent
or endorse the accuracy or reliability of any opinion, statement or
other information provided by any third party, or represent or
warrant that your use of the Content displayed on this Website or
referenced content or service providers will not infringe rights of
third parties not owned by or affiliated with Otter Products.
Links
to Third Party Websites – This Website may contain hyperlinks
to other sites owned and operated by parties other than Otter
Products. Such hyperlinks are provided only for ready reference and
ease of use. Otter Products does not control such websites and cannot
be held responsible for their content or accuracy and does not
endorse these sites unless Otter Products specifically so states. In
the event this Website provides hyperlinks to other websites that are
not owned, operated or maintained by Otter Products, you acknowledge
and agree that Otter Products is not responsible for and is not
liable for the content, products, services or other materials on or
available from such websites. Otter Products accepts no liability for
any information, products, advertisements, content, services or
software accessible through these third party websites or for any
action you may take as a result of linking to any such website. Any
such websites are likely to set forth specific terms of use and
privacy policies that you should review. Otter Products is under no
obligation to maintain any link on this Website and may remove a link
at any time in its sole discretion for any reason whatsoever. Otter
Products shall not be responsible or liable, directly or indirectly,
for any damages or losses caused or alleged to be caused by or in
connection with the use of or reliance on such content, products,
services or other materials available on or through any such website.
Otter Products is not responsible for the privacy practices of any
other websites.
Disclaimer
– Content and other information contained on this Website has been
prepared by Otter Products as a convenience to its Users and is not
intended to constitute advice or recommendations upon which a User
may rely. Otter Products has used reasonable efforts in collecting,
preparing and providing quality information and material, but makes
no warranty or guarantee about the accuracy, completeness, or
adequacy of the Content or other information contained in or linked
to this Website or any other Website maintained by Otter Products.
Users relying on Content or other information from this Website do so
at their own risk.
The
information and descriptions contained herein are not intended to be
complete descriptions of the terms, exclusions and conditions
applicable to the Products and Services, but are provided solely for
general informational purposes; please refer to the relevant
agreement between you and Otter Products for complete terms and
conditions. Should you purchase a product or service from Otter
Products or a third party, the terms and conditions applicable to
that transaction will govern such entry or purchase, as applicable,
and your use of this Website does not affect that purchase in any
manner.
YOUR
USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT, PRODUCTS AND
SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE"
BASIS, AND Otter Products AND THE SITE OPERATOR EXPRESSLY DISCLAIM
ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY
QUALITY. NEITHER THE SITE OPERATOR NOR Otter Products MAKE ANY
WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED,
VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE
CORRECTED.
Limitation
of Liability
YOU
UNDERSTAND AND AGREE THAT NEITHER OTTER PRODUCTS NOR THE SITE
OPERATOR WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER
INTANGIBLE LOSSES, EVEN IF Otter Products OR THE SITE OPERATOR HAS
BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM
YOUR USE OR INABILITY TO USE THE WEBSITE, PRODUCTS AND SERVICES OR
CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES
RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES
OBTAINED FROM PURCHASES OR TRANSACTIONS, OR STATEMENTS OR CONDUCT OF
ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, PRODUCTS
AND SERVICES OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF
THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE THE
SITE OPERATOR, OTTER PRODUCTS AND ITS AFFILIATES DIRECTLY OR TO
PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES
RESULTING FROM YOUR USE OF THE WEBSITE.
CERTAIN
COUNTRY LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Indemnification
– You agree to defend, indemnify, and hold harmless the Site
Operator, Otter Products, its direct and indirect (through one or
more intermediaries) parent entities, subsidiary entities and
affiliated entities, and their respective contractors, directors,
officers, employees, representatives, proprietors, partners,
shareholders, servants, principals, agents, predecessors, successors,
assigns, accountants, and attorneys from and against any and all
suits, actions, claims, proceedings, damages, settlements, judgments,
injuries, liabilities, obligations, losses, risks, costs, and
expenses (including, without limitation, attorneys’ fees and
litigation expenses) relating to or arising from this Website, your
use of this Website, your fraud, violation of law, or willful
misconduct, and any breach by you of these Terms of Use.
Notices
– Any notices to you from Otter Products or the Site Operator
regarding the Website or these Terms of Use will be posted on this
Website or made by e-mail or regular mail as Otter Products or the
Site Operator determines, in its sole discretion.
Electronic
Communications – When you visit this Website or send e-mails to
Otter Products, you are communicating with Otter Products
electronically. By using this Website, you consent to receive
communications from Otter Products and its direct and indirect
(through one or more intermediaries) parent companies, subsidiary
entities and affiliated entities electronically. Otter Products will
communicate with you by e-mail or by posting notices on this Website.
You agree that all agreements, notices, disclosures and other
communications that Otter Products provides to you electronically
satisfy any legal requirement that such communications be in writing.
You further agree that any notices provided by Otter Products
electronically are deemed to be given and received on the date Otter
Products transmits any such electronic communication as described in
these Terms of Use.
General
Provisions
Entire
Agreement – These Terms of Use, the Privacy Policy, and other
policies Otter Products may post on this Website constitute the
entire agreement between Otter Products and you in connection with
your use of this Website including, without limitation, the Portal,
and the Portal Protected Information, and supersedes any prior
agreements between Otter Products and you regarding use of this
Website, including prior versions of these Terms of Use.
Governing Law; Jurisdiction; Venue; Severability of Provisions
– These Terms, use of our site, the supply of products and services
by us are governed by and to be interpreted in accordance with the
laws of the Republic of Ireland without regard to the conflict of law
rules of any jurisdiction. Every dispute concerning the
interpretation or effect of these Terms of Use and/or your use of the
Website must be resolved in the courts of the Republic of Ireland.
You agree to the personal jurisdiction, subject matter jurisdiction,
and venue of these courts.
For
your convenience we may from time to time display a translated
version of these Terms on our website in languages other than
English, and if so the translated versions are intended to be (so far
as possible) an exact translation of the English version. In the
event of any difference in meaning between the English version and a
translated version, the English version will take precedence and
apply.
No
Agency Relationship – Neither these Terms of Use, nor any
Content, materials, features, or Products and Services of this
Website create any partnership, joint venture, employment, or other
agency relationship between Otter Products and you or the Site
Operator and you. You may not enter into any contract on Otter
Products or the Site Operator's behalf or bind Otter Products or the
Site Operator's in any way.
Remedies
– You agree that any violation, or threatened violation, by you of
these Terms of Use constitutes an unlawful and unfair business
practice that will cause Otter Products or the Site Operator
irreparable and unquantifiable harm. You also agree that monetary
damages would be inadequate for such harm and consent to Otter
Products or the Site Operator obtaining any injunctive or equitable
relief that Otter Products or the Site Operator deems necessary or
appropriate. These remedies are in addition to any other remedies
Otter Products or the Site Operator may have at law or in equity.
Contacting
Otter Products
If
you have any questions or concerns about these Terms of Use, please
contact Otter Products at legalemea@otterproducts.com
or at the mailing address provided below. Otter Products will attempt
to respond to your questions or concerns promptly after Otter
Products receives them.
Otter
Products EMEA
5th Floor, Hibernian House,
South
Mall,
Cork,
T12 ACR7
Ireland
These Terms of Use were
last updated and posted on January
11, 2019.