Terms and conditions for employers.

PART A: INTRODUCTION

PART D: ADDITIONAL TERMS APPLICABLE TO USERS IN THE UNITED STATES

The following additional terms apply only if you are accessing the Website from the United States:

ARBITRATION NOTICE for users in the United States. Except for certain kinds of disputes described in Clause 6 of this Part D, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND OTTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Information about us

   Registered company name: Otta Technology Incorporated, a Delaware corporation with a registered office address of 1209 Orange Street, New Castle, Delaware 19801 (hereinafter, "Otta", "we", "us" or "our"). You can contact us anytime by emailing notifications@otta.com or by writing to us at our registered office address above (or such other contact details as we may notify to you from time to time).

Protection of Intellectual Property Rights

Respect of Third-Party Rights. Otta respects the Intellectual Property Rights of others, takes the protection of Intellectual Property Rights very seriously, and asks users of the Website to do the same. Infringing activity will not be tolerated on or through the Website.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an Intellectual Property Rights-related complaint about any material on the Website, you may contact our Designated Agent at the following address:

Otta Technology Incorporated

Attn: Legal Department (IP Notification)

228 East 45th Street, Suite 9E, New York, New York, 10017

Email: notifications@otta.com

Procedure for Reporting Claimed Infringement. If you believe that any Content made available on or through the Website has been used or exploited in a manner that infringes an Intellectual Property Right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
2. a description of the copyrighted work or other Intellectual Property Right that you claim has been infringed;
3. a description of the material that you claim is infringing and where it is located on the Website;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the use of the materials on the Website of which you are complaining is not authorized by the copyright or other Intellectual Property Right owner, its agent, or the law; and
6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other Intellectual Property Right owner or authorized to act on the copyright or Intellectual Property Right owner's behalf.

Your Notification of Claimed Infringement may be shared by Otta with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Otta making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers. Otta's policy is to: (a) remove or disable access to material that Otta believes in good faith, upon notice from an Intellectual Property Rights owner or authorized agent, is infringing the Intellectual Property Rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the Accounts of and block access to the Website by any user who repeatedly or egregiously infringes other people's copyright or other Intellectual Property Rights. Otta will terminate the Accounts of users that are determined by Otta to be repeat infringers. Otta reserves the right, however, to suspend or terminate Accounts of users in our sole discretion.

Counter Notification. If you receive a notification from Otta that material made available by you on or through the Website has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Otta with what is called a "Counter Notification". To be effective, a Counter Notification must be in writing, provided to Otta's Designated Agent through one of the methods identified above in the "DMCA Notification" paragraph, and include substantially the following information:

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Otta may be found, and that you will accept service of process from the person who provided notification as described above in the "DMCA Notification" paragraph or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.

Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Otta in response to a Notification of Claimed Infringement, then Otta will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Otta will replace the removed Content or cease disabling access to it in 10 business days, and Otta will replace the removed Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Otta's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Otta's system or network.

False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Otta] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." Otta reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

Communications from Us

Promotional E-mails. We may send you e-mails concerning our products and services, as well as those of third parties. You may opt out of any promotional e-mails by following the unsubscribe instructions in the promotional e-mail itself.

Indemnity

In addition to the indemnification obligations in the Terms, to the fullest extent permitted by law, you are responsible for your use of the Website, and you will indemnify, defend, and hold harmless us, our affiliates and our and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Website; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any Intellectual Property Right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

DISCLAIMERS; NO WARRANTIES BY US

Notwithstanding anything to the contrary in these Terms:

1. THE WEBSITE AND ALL CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR FROM US OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING US OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS CLAUSE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

Dispute Resolution and Arbitration

Generally. Except as described in the paragraphs below labeled "Exceptions" and "Opt-Out" and notwithstanding Clause 15 of the Terms, you and Otta agree that every dispute arising in connection with these Terms, the Website, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OTTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this Clause 6 will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Clause 6 within 30 days after the date that you agree to these Terms by sending an e-mail with the subject "ARBITRATION OPT-OUT" to notifications@otta.com that specifies: your full legal name, the e-mail address you provided when you placed your Order, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Otta receives your Opt-Out Notice, this Clause 6 will be void and any action arising out of these Terms will be resolved as set forth in Clause 15 of the Terms. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling JAMS at +1-800-352-5267 or by contacting Otta.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by e-mail ("Notice of Arbitration"). Otta's e-mail address for Notice of Arbitration is:notifications@otta.com. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Otta may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Otta will reimburse you for your payment of the filing fee, unless your claim is for more than £10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

Arbitration Proceedings. Any arbitration hearing will take place in London, United Kingdom unless we agree otherwise or, if the claim is for £10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in London, United Kingdom. During the arbitration, the amount of any settlement offer made by you or Otta must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Confidentiality. The arbitrator will honor all evidentiary privileges recognized at law and will enter orders as appropriate in order to protect each parties' trade secrets or confidential information. Each party agrees to maintain either party's trade secrets or proprietary business information as confidential and to protect the confidentiality of any other information (such as private customer information) that is legally protected from disclosure. However, we may each disclose these matters, in confidence, to our respective accountants, auditors, and insurance providers.

Arbitration Relief. Except as provided in the paragraph below titled "No Class Actions," the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Otta before an arbitrator was selected, Otta will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) £10,000. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions. YOU AND OTTA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Otta agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If Otta makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Otta's e-mail address for Notice of Arbitration, in which case your account with Otta may be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. Notwithstanding Clause 15 of the Terms, disputes related to the enforceability of this Clause 6 are governed by the laws of the United States and the State of New York, United States without regard to conflict of law principles. If this Clause 5 is found to be unenforceable in whole or in part, or if Otta receives an Opt-Out Notice from you, then the entirety of this Clause 6 will be null and void and, in that case, the exclusive jurisdiction and venue described in Clause 15 of the Terms will govern any action arising out of or related to these Terms.

Effect of Termination

In addition to those clauses listed in Clause 14 of the Terms, Clauses 1, 3, 4, 5, 6, 7 of this Part D will survive termination of the Terms.