Terms & Conditions of Use

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. YOU ARE ONLY PERMITTED TO USE THE OTOY X.IO SERVICE AND THIS WEB SITE IF YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS.

YOU AGREE THAT YOUR LOGGING IN OR OTHER USE OF THE OTOY X.IO SERVICE OR THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BETWEEN YOU AND OTOY, INC. ("OTOY"), YOU ARE NOT PERMITTED TO USE THE OTOY X.IO SERVICE OR THIS WEB SITE.

TERMS OF USE

YOUR RESPONSIBILITIES

You acknowledge and agree that you have the following responsibilities:

  • To make sure that the information you provide to the OTOY X.IO SERVICE and this web site is accurate.
  • To update the information you provided to the OTOY X.IO SERVICE and this web site to maintain its accuracy.
  • To make full and timely payments for any purchases made involving the OTOY X.IO SERVICE or this web site.
  • To be fully responsible for all transactions or other activities that occur or are undertaken under your username and password.
  • To safeguard the confidentiality of your user name and password for the OTOY X.IO SERVICE and/or this web site and in no event to permit access to the OTOY X.IO SERVICE and/or this website by anyone under the age of 13.
  • To immediately report to OTOY if your username or password for the OTOY X.IO SERVICE or this web site are stolen or compromised or if you notice any unusual activity in connection with your account.
  • To comply with and to require your end users to comply with all privacy policies and acceptable use policies that OTOY may establish from time to time and post or provide links to on this website and to require all end users of your software to do so.
  • To not permit your end users to do anything inconsistent with this Agreement.
  • To refrain and to require your end users to refrain from disassembling, de-compiling, or reverse-engineering any software or other component relating to the OTOY X.IO SERVICE or this web site.
  • To not use or permit your end users to use the OTOY X.IO SERVICE or this web site or any part thereof in a manner that would: (a) infringe any third party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising); (d) be false, misleading, or inaccurate; (e) create liability for OTOY or any company providing software, products, services or content though the OTOY X.IO SERVICE or cause OTOY or any company providing software, products, services or content though the OTOY X.IO SERVICE to lose (in whole or in part) the benefit of any third party relationship; (f) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; or (g) be obscene, pornographic, or contain child pornography.
  • To immediately terminate any end user who violates any of the obligations applicable to end users under this Agreement.
  • To refrain and to require your end users to refrain from gaining access or attempting to gain access to any information, software or data on OTOY's servers or otherwise within its control which is encrypted, protected by security procedures or devices or (except for your personal information) otherwise not generally made available to users of the OTOY X.IO SERVICE in its normal operation.
  • To refrain and to require your end users to refrain from using the OTOY X.IO SERVICE or this web site or any part thereof in a manner which will or might interfere with the full use and enjoyment by other users of the OTOY X.IO SERVICE or this web site. Without limiting the generality of the foregoing, you will refrain and will require your end users to refrain from excessive usage that could whether intentionally or unintentionally adversely affect other users' access to the OTOY X.IO SERVICE.
  • To refrain and to require your end users to refrain from using the OTOY X.IO SERVICE or this web site or any part thereof to facilitate or promote the spread of software or materials that contain a virus, corrupted files, or similar programs that may damage or impair the operation of another's computer, software, data or the OTOY X.IO SERVICE.
  • To use the OTOY X.IO SERVICE only to develop and run applications on the XI.O infrastructure and not to access the OTOY X.IO SERVICE for the purpose of bringing an intellectual property action against OTOY or for the purpose of creating any product or service that is competitive with the OTOY X.IO SERVICE.
  • To review this Agreement from time to time on this web site to be aware of any changes to it.
  • To defend, indemnify, and hold harmless OTOY and certain others from all third party claims according to the conditions set forth below.

THIRD PARTY LINKS

The OTOY X.IO SERVICE and this web site may link you to other websites on the Internet. Neither OTOY or any company providing software or any products, services or content though the OTOY X.IO SERVICE are responsible or liable to you in connection with such websites. WHEN YOU ACCESS THESE WEBSITES AND THE SERVICES AVAILABLE THROUGH SUCH WEBSITES, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE SERVICES. The inclusion of links to such websites or promotional materials relating to such websites does not imply any endorsement of such websites or the material on such websites by OTOY or any third party whose software, products, services or content may be available through the OTOY X.IO SERVICE.

NO WARRANTIES

OTOY and the companies providing software, products, services or content though the OTOY X.IO SERVICE have attempted to make the OTOY X.IO SERVICE and their software, products, services and content and this web site as useful and reliable as possible. However, the OTOY X.IO SERVICE, including, without limitation, the OTOY Client Software, and this web site and all software, products, services and content that may be accessed through the OTOY X.IO SERVICE are provided "AS IS" without any warranties of any kind. Therefore, the use of the OTOY X.IO SERVICE, including, without limitation, the OTOY Client Software, and this web site and all software, products, services and content that may be accessed through the OTOY X.IO SERVICE are at the sole risk of the user.

MORE SPECIFICALLY, OTOY AND THE COMPANIES PROVIDING SOFTWARE, PRODUCTS, SERVICES OR CONTENT IN CONNECTION WITH THE OTOY X.IO SERVICE MAKE NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE OTOY X.IO SERVICE, INCLUDING, WITHOUT LIMITATION, THE OTOY CLIENT SOFTWARE, AND THIS WEB SITE, ANY SOFTWARE, PRODUCTS, SERVICES AND CONTENT THAT MAY BE ACCESSED THROUGH THE OTOY X.IO SERVICE, OR THEIR OPERATION, FUNCTION, PERFORMANCE OR DOCUMENTATION.

By way of example (and without limitation) OTOY does not guarantee that: (a) any function or feature or part of the OTOY X.IO SERVICE or this web site will always be error-free or operable; (b) any information provided through the OTOY X.IO SERVICE or this web site will always be accurate; (c) you will have continuous access to the OTOY X.IO SERVICE or this web site; or (d) the function of the OTOY X.IO SERVICE will always operate correctly with any given software, product, service or content.

Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusion or limitation may not apply to you.

LIMITATION OF LIABILITY

OTOY and the companies providing software, products, services or content through the OTOY X.IO SERVICE are not responsible for any damages incurred through the use of the OTOY X.IO SERVICE or this web site or any part thereof.

OTOY AND THE COMPANIES PROVIDING SOFTWARE, PRODUCTS, SERVICES OR CONTENT THOUGH OR IN CONNECTION WITH THE OTOY X.IO SERVICE AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, ATTORNEYS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION TO THE USE OF THE OTOY X.IO SERVICE AND THIS WEB SITE OR ANY SOFTWARE, PRODUCTS, SERVICES OR CONTENT THAT MAY BE ACCESSED THROUGH THE OTOY X.IO SERVICE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, PUNITIVE DAMAGES, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF OTOY OR ANY OF THE COMPANIES PROVIDING SOFTWARE, PRODUCTS, SERVICES OR CONTENT THOUGH THE OTOY X.IO SERVICE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

By way of example (and without limitation) OTOY and the companies providing software, products, services or content though the OTOY X.IO SERVICE will not be responsible for: (a) loss or damage to any data or information provided by you in connection with your use of the OTOY X.IO SERVICE; (b) any inability that you may have to access or use the OTOY X.IO SERVICE at any particular time (c) any damages arising from the termination of your use of the OTOY X.IO SERVICE or this web site or any part thereof; and (d) any damages arising from the interception, theft, or misuse of information transmitted to or through the OTOY X.IO SERVICE.

Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

PAYMENTS

For all purchased resources and services, OTOY will either charge your credit card on a monthly basis or collect payment via other methods as described in an invoice provided to you. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys' fees that OTOY incurs in collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge. Charges are solely based on OTOY's measurements of your use of the OTOY X.IO SERVICES, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of OTOY and only in the form of credit for the OTOY X.IO SERVICES. Nothing herein obligates OTOY to extend credit to any party. For all recurring purchases, OTOY may change its fees and payment policies against your credit card until you terminate your use of the OTOY X.IO SERVICES as provided on this website. In addition, changes to the fees or payment policies may be posted on the website (or such other URL as OTOY may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of this agreement for any reason. Any refund to which you may be entitled may be made by OTOY directly to any credit card that you have provided for payment or by such other means as OTOY may select in its sole discretion.

DISCLOSURE OF INFORMATION

To process your transactions, you agree that the information you enter into the OTOY X.IO SERVICE and this web site may be disclosed to payment processors and other parties involved in your transactions. Such information may include your name, address, contact information and billing information. OTOY may also disclose information about you as required by legal process or to protect or enforce OTOY's rights hereunder.

To provide you and other users better service and for other reasons, you agree that we may use and disclose general, statistical data that may include information about you and/or your purchases to third parties. Your name and e-mail address will not be included in this general, statistical information.

In addition to the foregoing, we may gather and use information about you and/or your end users as permitted by our Privacy Statement, which is incorporated herein by reference.

RIGHT OF TERMINATION

Either you or OTOY has the right to terminate your use of the OTOY X.IO SERVICE and/or this web site at any time for any reason. In addition, OTOY may terminate your use of the OTOY X.IO SERVICE or this web site if your username or password is stolen or compromised or if fraud or any unusual activity is detected in connection with your account. In addition, OTOY has the right at any time with or without cause to remove or require you to remove and cease to use any application or content that you or any of your end users may use or provide for use in connection with the OTOY X.IO SERVICE or to otherwise limit your or any of your end users' use of the OTOY X.IO SERVICE by any means as OTOY may determine in its sole discretion.

PROCEDURE FOR MAKING CLAIMS OF INFRINGEMENT

If you believe that your work has been copied, distributed or otherwise used by OTOY in a way that constitutes copyright infringement or otherwise violates your rights, you agree to follow our procedure for giving notice of such claims. Please click here for instructions.

PROPERTY RIGHTS

You retain ownership of all applications and content provided by you for use in connection with the OTOY X.IO SERVICE, but you hereby grant to OTOY a limited royalty free non-exclusive license therein to enable OTOY to do all things necessary or convenient for the providing of the OTOY X.IO SERVICE.

The OTOY X.IO SERVICE and this web site are owned by OTOY. Any materials provided to you are merely licensed to you.

The OTOY X.IO SERVICE and this web site and all parts thereof are protected by copyright and other laws of the United States and other countries. As between you and OTOY, OTOY retains all right, title, and interest in the OTOY X.IO SERVICE and this web site and all content, information, web sites, software, and other materials related thereto, excluding certain content and technology which may have been created and/or is owned by third parties.

Some of the names referenced in the OTOY X.IO SERVICE or this web site are trademarks or registered trademarks. You agree not to use any trademarks referenced in the OTOY X.IO SERVICE or this web site or any confusingly similar marks for any purpose without the express prior written consent of the owner of the mark in each instance.

CHANGES

OTOY reserves the right to add to, remove, or change any of the content or functions of the OTOY X.IO SERVICE or this web site or the software, products, services and content that may be accessed using the OTOY X.IO SERVICE without giving specific notice to you.

In addition, OTOY may change the terms of this Agreement from time to time. When such a change is made, OTOY will post a revised version of this Agreement on this web site. Changes will be effective when they are posted. It is your responsibility to review this Agreement from time to time to be aware of any such changes. Your continued use of the OTOY X.IO SERVICE or this web site will indicate your agreement to any such changes.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless OTOY and the companies that provide software, products, services and content that may be used in connection with the OTOY X.IO SERVICE, their licensees, successors, and assignees, affiliated merchants, content providers, technology and service providers, or web site providers, the parent, affiliated and subsidiary companies of each of them and the officers, directors, employees, and agents of each of them from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach or alleged breach by you of this Agreement or any use of the OTOY X.IO SERVICE, this website or any part thereof by you or by any person under your control or to whom you have provided you login credentials. OTOY reserves the right, at its expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with OTOY in asserting any available defenses. You will not settle any action or claims on our behalf without OTOY's prior written consent. You will similarly require your end users to defend, indemnify, and hold harmless OTOY and the companies that provide software, products, services and content that may be used in connection with the OTOY X.IO SERVICE, their licensees, successors, and assignees, affiliated merchants, content providers, technology and service providers, or web site providers, the parent, affiliated and subsidiary companies of each of them and the officers, directors, employees, and agents of each of them from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach or alleged breach by them of the obligations applicable to them under this Agreement or any use by them of the OTOY X.IO SERVICE.

GENERAL

This Agreement will be construed and interpreted in accordance with the laws of the State of California, without reference to its conflict-of-laws rules. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and US federal courts located in Los Angeles, California. You will comply with all applicable laws, statutes, ordinances, and regulations in your use of the OTOY X.IO SERVICE or this web site and your use of any software, products, services and content that may be accessed through the OTOY X.IO SERVICE. This Agreement represents the sole and exclusive agreement between you and us regarding the OTOY X.IO SERVICE and this web site and merges and supersedes all previous and contemporaneous electronic, written, or oral agreements and understandings regarding the subject matter hereof. If any provision of this Agreement is held to be invalid or otherwise unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be invalidated or otherwise affected. Headings are for reference only and in no way define, limit, construe, or describe the scope or extent of such section. OTOY's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

Open source software licenses for components of the software used in the OTOY X.IO SERVICE constitute separate written agreements and supersede these this Agreement to the limited extent applicable to the specific relevant open source software.

OTOY makes no representation that the OTOY X.IO SERVICE or any of the transactions facilitated by the OTOY X.IO SERVICE are legal outside of the United States. You are solely responsible for complying with any and all laws of jurisdictions outside of the United States, which may apply to your use of the OTOY X.IO SERVICE. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of OTOY. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You represent and warrant that you are at least 18 years of age, and can lawfully enter into contracts under applicable law.

DATE OF LAST UPDATE

The terms of this Agreement were last updated on November 9, 2014.