Terms and Conditions of Services

Last Updated: February 5, 2025

 

  1. General; Acceptance of Terms and Conditions of Service

Please read these Terms and Conditions of Service (“Terms”) carefully. By accessing or using Otus LLC’s (“Otus,” “we,” or “us”) websites, mobile applications, and other products or services (collectively, the “Services”), you, on behalf of you and your Authorized Users (as hereafter defined) (“Customer” or “you”): (a) agree to be bound by these Terms and all terms incorporated by reference in their entirety; and (b) if Customer is a corporation, governmental organization or other legal entity, (i) you have the right, power and authority to enter into these Terms on behalf yourself and your Authorized Users, and (ii) Customer shall be solely responsible for each of your Authorized Users’ compliance with these Terms. Otus provides the Services solely on the terms and conditions set forth in these Terms and, provided, that Customer, on behalf of yourself and your Authorized Users, accepts and complies with the same. If Customer or any of your Authorized Users do not agree to all of these Terms, Customer and/or such Authorized User(s) shall immediately cease any further access or use of the Services.

Our Services are licensed solely for purposes related to education. You may only use our Services if you are (a) a teacher, school administrator, professor, or other educators (including a home-schooling instructor) (collectively, “Educator”); (b) a student who is currently enrolled in an educational institution or home-schooling program and is authorized to use the Services as a student of a course of study available through the Services (“Student”); or (c) the parent or guardian of a Student (Educators, Students, and such Students’ parents or legal guardians are collectively, “Authorized Users”).

Otus reserves the right to change or modify these Terms at any time without advance notice and in our sole discretion, and any such changes will be applicable to all subsequent access to, or use of, the Services. If Otus makes changes to these Terms, we will update the “Last Updated” date in these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Services. If you, and/or any Authorized User, do not agree to any amended Terms, you must immediately stop using or accessing the Services.

  1. Payment of Fees

Otus will send advance invoices in accordance with the billing cycle selected during sign up. In order to begin receiving Services, an Otus order form must be signed by your authorized representative and accepted by Otus, with the first invoice payable within thirty (30) days after Services begin, or as otherwise specified in the accepted order form. All invoices must be paid within sixty (60) days or your Services are subject to suspension and/or cancellation. 

  1. Privacy Policy; Terms of Use of Artificial Intelligence

To access or use the Services, you may be asked to provide certain registration details or other personal information about yourself and/or a Student. It is a condition of each Authorized User’s use of the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register with the Services is governed by our Privacy Policy, and you consent, on behalf of yourself, and, as applicable to each parent or legal guardian, the Student, to all actions we take with respect to your information consistent with our Privacy Policy. For information on how we collect, use and disclose information from our Authorized Users, please visit our Privacy Policy here, which is incorporated herein by reference. By using the Services, Customer hereby consents, on behalf of itself and its Authorized Users, to certain processing activities conducted by Otus in accordance with the Data Processing Addendum available here, which is incorporated herein by reference. Customer further represents and warrants that it has obtained, to the extent required, all necessary authorizations, consents (including, without limitation, verifiable parental consents) and permissions from its Authorized Users to collect, share and disclose such Authorized Users’ personal information to Otus, and its sub-processors, for purposes of conducting the processing activities contemplated in the Data Processing Addendum and our Privacy Policy. If you have opted in to use our Artificial Intelligence tool, you also hereby agree to our AI Terms of Use, which are available here, and are incorporated herein by reference.

  1. Eligibility and Account Registration; Representations and Warranties
  1. In order to access and use the Services, as an Educator or Student you must have an account provisioned by your school district and use the appropriate authentication methods prescribed by the school district. In order to access and use the Services as a parent or guardian of a Student, you will be required to create an account and associate your account with the Student account(s) as directed by the school district. As a parent or guardian of a Student, you represent and warrant that you have validly and appropriately associated your account per school district policies. 
  2. If you are under the age of 18 (or the age of legal majority under applicable law), you may only use the Services under the supervision of a parent or guardian who agrees to be bound by these Terms. By using the Services, you represent and warrant that you (i) are eligible to use the Services as an Educator, Student, or parent or guardian of a Student; (ii) have not been previously suspended or removed from the Services; and (iii) agree to bound by and you will maintain compliance with these Terms.
  3. You further agree to (i) maintain and promptly update your account information; (ii) maintain the security of your login credentials, not share passwords or user names, and accept all risks and responsibility for unauthorized third party access to your account; and (iii) promptly notify us if you discover or suspect any unauthorized access to your account or the Services.
  4. If you are installing, accessing or using the Services on behalf of a Student who is under the age of 13, you represent and warrant that (i) you are an authorized Educator who has obtained the verifiable consent of the Student’s parent or legal guardian in accordance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”) for the Student’s use of the Services, or (ii) you are the parent or guardian of the Student and you have provided your verifiable consent in accordance with COPPA to your Student’s Educator for your Student’s use of the Services.
  1. Intellectual Property; Limited License
  1. You acknowledge and agree that the Services and all content and other materials therein, including, without limitation, the Otus logo, trademarks or service marks, including the look and feel of the Services, and all page headers, custom graphics, button icons and scripts, slogans, copyrights, or other intellectual property, and all designs, text, graphics, pictures, information, data, software (including source and object code), features, video, audio, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are proprietary intellectual property that are solely owned by Otus. You are hereby granted a limited, revocable, nonexclusive, non-transferable, non-sublicensable license to access and use the Services and Content contained therein a personal, educational and non-commercial purpose solely in accordance with these Terms and applicable law. 
  2. You agree not to use the Services: (i) in any way that violates applicable federal, state, local or international law or regulations; (ii) for the purpose of exploiting, harassing, intimidating, harming, or attempting to exploit or harm another individual or minors; (iii) to send, knowingly receive, upload, download, use, or re-use any material, including User Content, that does not comply with these Terms, is infringing on a third party’s intellectual property rights, or is unsolicited or unauthorized advertising, solicitations, promotional materials or spam; (iv) to introduce any viruses, harmful code, or similar abusive material, including DDOS attacks; (v) for resale or commercial purposes; (vi) to copy, reproduce, alter, modify, reformat, or create derivative works from the Services for any reason; (vii) to decompile or reverse engineer any software used in the Services or utilize automated means to extract data; (viii) permit or allow unauthorized third party access to the Services; (ix) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services; (x) use or attempt to use another Authorized User’s account without authorization from such Authorized User and Otus; and/or (xi) use of the Services or the Content other than for their intended purposes. 
  3. This limited license to access and use of the Services shall automatically terminate if you violate any of these restrictions. Notwithstanding the foregoing, Otus may, in its sole and absolute discretion, revoke your limited license to access and use the Services at any time without notice. Upon termination of this license, you must destroy any downloaded materials in your possession. 
  1. Third-Party Content, Products, Services, and Promotions

Otus or other users of the Services may provide third-party content through the Services and may provide links to websites, resources and content of third parties (collectively, “Third-Party Content”). Otus does not control, endorse, or adopt any Third-Party Content and makes no representations or warranties of any kind regarding any Third-Party Content, including without limitation regarding its accuracy or completeness or such third party’s uses or dissemination of your personal information. You acknowledge and agree that Otus is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. You expressly acknowledge and assume all risk, liability and responsibility arising from your use of any third-party websites or resources.

Advertisements and promotions will not be served to Students through our Services. Otus may display advertisements and promotions to Educators and administrators from third parties on the Services or may otherwise provide information about or links to third-party products or services on the Services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, representations or warranties associated with such dealings or promotions are solely between you and such third party. Otus shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of third-party information on the Services. 

  1. User Content

The Services may include discussion forums, blogs, or other interactive features or areas in which you or other Authorized Users may create, post, transmit, access or store content, including but not limited to text, files, folders, music, sound, photos, videos, graphics, code, items or materials (collectively, “User Content”). You understand that your User Content may be viewable by others, including, in some instances, by the public. Customer, on behalf of itself and all Authorized Users, agrees that Customer is solely responsible for all its Authorized Users’ User Content and for its Authorized Users’ use of such interactive features or areas. By using the interactive areas of the Services, each Authorized User agrees not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Services any User Content that:

  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, or fraudulent;
  • would constitute, encourage or provide instructions to violate any applicable law, violate the rights of any party, or that would otherwise create liability or violate any applicable law;
  • that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
  • that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • contains unsolicited promotions, political campaigning, advertising or solicitations;
  • contains private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
  • contains viruses, corrupted data or other harmful, disruptive or destructive files; and/or
  • that, in the sole judgment of Otus, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Otus or our users to any harm or liability of any type.

Otus shall not be responsible or liable for the conduct of, or your interactions with, any users of the Services (whether online or offline), nor is Otus responsible or liable for any associated loss, damage, injury, or harm. Customer shall be solely liable for its and its Authorized Users’ User Content, use of the Services and/or any related act or omission. Although Otus has no obligation to screen, edit or monitor any User Content, Otus reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason, without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.

Any use of the Services in violation of these Terms may result in, among other things, termination, limitation or suspension of your license to use the Services.

  1. Rights in User Content

You retain all ownership rights in the User Content you submit to Otus. By submitting or posting User Content through the Services, you grant Otus a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (a) in connection with the Services and/or (b) in an anonymized, de-identified or aggregated form for marketing, research and analytical purposes or to improve the Services. By submitting or posting User Content through the Services, you represent and warrant that (i) such User Content is non-confidential; (ii) you solely own and control all of the rights to the User Content that you post or you otherwise have all necessary rights and consents to post such User Content to the Services; (iii) the User Content is accurate and not misleading or harmful in any manner; and (iv) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.

  1. Feedback

You can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about Otus and the Services to Otus (collectively, “Feedback”). Feedback, whether submitted through the Services or otherwise, is non-confidential and shall be the sole property of Otus. Otus will own exclusive rights, including all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby irrevocably assign all right, title, and interest in and to such Feedback to Otus.

  1. Indemnification

Customer, on behalf of itself and its Authorized Users, agrees to defend, indemnify, and hold harmless Otus and our partners, independent contractors, service providers and consultants, and our respective directors, officers, employees and agents (collectively, the “Otus Parties”) from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services (including without limitation any actions taken by a third party using your account); (b) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Services; (c) any Feedback you provide; (d) your violation of these Terms; (e) your violation of the rights of another, including, without limitation, third party infringement claims; or (f) use of any information obtained from the Services.

  1. Disclaimer

THE SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTUS, ON BEHALF OF ITSELF, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, UPTIME, AVAILABILITY, SECURITY, RELIABILITY, BEING BUG OR ERROR FREE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND THE CONTENT CONTAINED THEREIN. Neither Otus nor its affiliates, directors, officers, employees and agents, make any warranty that the Services will be error free or that access thereto will be reliable, continuous or uninterrupted, or free from errors, viruses, or other harmful components. You understand that you download from, or otherwise obtain content or services through the Services at your own discretion and risk. You are solely responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. While Otus implements reasonable measures to make your access and use of the Services secure, Otus cannot and does not represent, warrant or guarantee the Services will be free from viruses or other harmful components.

Otus reserves the right to change any and all content contained in the Services and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without any obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Otus. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

  1. Limitation of Liability

IN NO EVENT SHALL OTUS OR THE OTUS PARTIES BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS OR ANY THIRD PARTY FOR (A) ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, REVENUE OR SAVINGS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY AUTHORIZED USER ON ANY INFORMATION OBTAINED FROM OTUS, OR THAT RESULT FROM ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF DATA, FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, EVEN IF OTUS HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF, OR (B) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING THE ACTIONS OF OTHER USERS OF THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, ANY ORDER FORM OR ADDENDUM HERETO, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OTUS FOR ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF OR INABILITY TO USE THE SERVICES OR THESE TERMS EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE TOTAL AMOUNTS OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. CUSTOMER AND OTUS RESPECTIVELY ACKNOWLEDGE THAT THE FEES PAID BY CUSTOMER REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT OTUS WOULD NOT ENTER INTO THESE TERMS OR ANY ORDER FORM FOR SERVICES WITHOUT THESE LIMITATIONS ON ITS LIABILITY. These limits of liability shall survive termination of these Terms or the term of Services for any reason.

  1. Modifications to the Services

Otus reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. Otus will use reasonable efforts to provide you with advance notice of any such modification or discontinuance to the extent, in Otus’ reasonable judgment, it is reasonably practicable to do so based on the nature of the circumstances giving rise to the modification or discontinuance. 

  1. Applicable Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OTUS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OTUS.

You and Otus agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and Otus are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Otus agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Otus shall be sent to Otus LLC, 900 North Michigan Avenue, Suite 1600, Chicago, IL 60611. You and Otus further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Chicago, Illinois; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts resident in Chicago, Illinois have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the State of Illinois and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND OTUS WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

  1. Support Services

Customer shall only seek or obtain technical support services from Otus in connection with the Services. For support materials or to submit a support ticket, please see our support services page here: https://help.otus.com/en/. Customer shall be in violation of these Terms in the event it or any Authorized User seeks or obtains support services from an unauthorized third party.

  1. No Export

You may not use or otherwise export or re-export the Services, or any data contained therein, outside of the United States of America. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.

  1. Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

  1. Contact Us

If you have any questions or comments about the Services or these Terms, please contact us at:

Otus LLC

900 North Michigan Avenue, Suite 1600

Chicago, IL 60611

Phone: 773-789-5444

Email: info@otus.com