Terms and Conditions

Last updated March 1st, 2022

OTG End User License Agreement and Terms of Service

IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT AND THESE TERMS OF SERVICE (COLLECTIVELY, “AGREEMENT”), DO NOT DOWNLOAD, INSTALL, OR USE ANY OTG SOFTWARE APPLICATIONS OR SERVICES, INCLUDING THE OTG WEBSITE (“WEBSITE”).

BY DOWNLOADING, INSTALLING, OR USING ANY OTG SOFTWARE APPLICATIONS OR SERVICES, YOU AGREE TO ABIDE BY AND COMPLY WITH THIS AGREEMENT, AND YOU AFFIRM THAT YOU EITHER ARE OVER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, ARE AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT.

YOU UNDERSTAND THAT 911 SERVICE IS ONLY PROVIDED BY OTG IP DESK PHONES AND THE OTG CALL CONTROLLER OR SOFT-PHONE ON PCS, AND THE OTHER OTG SOFTWARE APPLICATIONS AND SERVICES DO NOT PROVIDE 911 SERVICE. IF YOU SUBSCRIBE TO ONE OF THE OTHER OTG SOFTWARE APPLICATIONS OR SERVICES, YOU MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS, SUCH AS USING A TRADITIONAL WIRE-LINE OR CELLULAR TELEPHONE, AND YOU SHOULD NOT RELY ON OTG TO CALL 911.

YOU UNDERSTAND THAT THE OTG MOBILE APPLICATION USES YOUR DEVICE’S DIALER AND CELLULAR TELEPHONE SERVICE TO MAKE 911 CALLS. IF YOUR DEVICE DOES NOT HAVE CELLULAR TELEPHONE SERVICE, YOU WILL NOT BE ABLE TO CALL 911 FROM THE OTG MOBILE APPLICATION.

OTG SOFTWARE APPLICATIONS AND SERVICES ARE INTENDED FOR GENERAL BUSINESS USE ONLY. THEY ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE OR RESALE AS EQUIPMENT OR SERVICES IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (E.G., EMERGENCY MEDICAL CARE, HAZARDOUS ACTIVITIES) OR IN WHICH THE FAILURE OF THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. OTG SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES OR SERVICES.

This Agreement governs your use of OTG services (“Services”), such as OTG Solutions, OTG Fax, and the OTG Website, and OTG software applications (“Applications”), such as the OTG Mobile Application and OTG Call Controller or Softphone. This Agreement is between OTG, Inc. and its affiliates (“OTG”) and the legal entity you represent by signing up for any Service, using the Service, or downloading, installing, or using any Application (“You”). If You are an individual entering this Agreement on behalf of Your company, You represent and warrant that You have the authority and are competent to do so.

1. End-User License and Restrictions

OTG grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the OTG Services and Applications in strict accordance with this Agreement. All rights not expressly granted under this Agreement are retained by OTG.

No Grant of Intellectual Property Rights. You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Applications and Services are and shall remain the sole and exclusive property of OTG and its licensors. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to, or vest any IP Rights in, You. You are only entitled to the limited use of the rights expressly granted to You in this Agreement. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third-party content that may be accessed through the Applications or Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

No Grant of Rights to Third Parties and No Resale. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties concerning the Applications or Services or any part thereof without OTG’s prior written consent. If You are interested in reselling products or services offered by OTG, You are encouraged to join OTG’s affiliate network, available here.

No Modifications. You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, de-compiling, disassembling, or hacking of the Applications or Services, or any parts thereof. You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by OTG for any purpose, including without limitation causing the Applications to connect to any computer server or other device not authorized by OTG or in a manner not authorized by OTG.

New Versions of the Software. OTG, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates, and upgrades, to the Applications and Services. You acknowledge and agree that OTG has no obligation to make available to You any subsequent versions of the Applications or Services. You also agree that You may have to enter into a renewed version of this Agreement if you want to download, install, or use a new version of the Software. Also, You and OTG acknowledge that no Third-Party has any obligation whatsoever to furnish maintenance or support services concerning the Applications or Services and that OTG is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent, such maintenance and support is required under applicable law.

2. Service Registration Procedures

Upon signing up for the Service and at subsequent times as requested by OTG, You agree to provide to OTG Your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer Your OTG account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information You provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If You provide Registration Data that is, or that OTG suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, OTG has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of all Services by You, Your business(es), affiliates and all users of Your Account. At all times, You shall maintain and promptly update Registration Data.

Upon completion of all Registration Data and acceptance of this Agreement, OTG will provide You with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. You will be required to provide a security question and answer that will be used to verify ownership or affiliation with the Account. You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with the Account, and, at all times, You will be solely responsible for all transactions and activities that occur as a result of the disclosure (whether authorized or unauthorized) of any password(s), PIN(s), and/or security questions(s) and answer(s) associated with the Account, even if such transactions and/or activities were not authorized by You. You are solely liable for any transactions or activities by You or anyone else that occur on Your Account. You shall immediately notify OTG of any unauthorized use of Your Account or if any other breach of security has occurred. In no event shall OTG be liable for any unauthorized use of Your Account.

In connection with the registration, implementation, maintenance, or servicing of the Services, You will be required to provide data, information, or other materials (collectively “Customer Data”). You hereby grant to OTG a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent required to provide or improve the Services. OTG may also share Customer Data as permitted according to OTG’s Privacy Policy, available here, which is incorporated into this Agreement.

3. Customer Representations

You represent and warrant that You possess the legal right, capacity, and ability to enter into this Agreement. You represent and warrant that You have made and will maintain at all times wireless or traditional wireline telephone service that will enable You to call 911 and any other applicable emergency service number. You represent and warrant that You will not use the Applications or Services in environments requiring fail-safe performance or in which the failure of the Applications or Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, user name, contact information, Registered Location(s), and all other information provided in connection with Your OTG Account are true and correct at all times. You represent and warrant that You will not use the Applications or Services in violation of the Use Policy herein.

You agree to be financially responsible for Your use of the Applications or Services, including the authorized or unauthorized use of Your Account. To use the Applications or Services, You must have properly configured and working Internet service and/or Public Switched Telephone Network (“PSTN”) service (i.e., mobile and/or landline phone service) and hereby agree, at Your sole expense: to (1) obtain access to Your Internet and/or PSTN service with a third-party provider other than OTG; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Applications or Services; (3) supply and pay third-party providers for all additional phone service and features required for Your use of the Applications or Services; and (4) pay OTG for the Applications or Services.

4. Product Pricing and Availability

Concerning its advertising, offering, or sale of Applications, Services, or any other products (collectively, “Products”), OTG attempts to describe its products as accurately as possible. Nevertheless, OTG does not warrant that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Products (collectively, “Product Information”) from its Website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Product Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Product Information may be mispriced, described inaccurately, or that the Product may be unavailable. In the event OTG determines that a Product is mispriced, described inaccurately, or unavailable, OTG reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling Your Account or subscription to the Services. You agree to notify OTG immediately if You become aware of any pricing or descriptive errors or inconsistencies with any Products You order through the Product Materials and comply with any corrective action taken by OTG.

You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of OTG and shall be Your sole remedy for any Service interruptions or other issues with the Services.

5. Marketing Materials and Promotional Services

From time to time, OTG may send You marketing materials and offer additional promotional services to You at no cost or an additional fee (“Promotional Services”). You hereby agree that OTG may send You (including registered administrators and end-users of Your Account) such marketing and promotional materials via electronic transmission, e-mail, mail, or otherwise, provided, that You may unsubscribe to such materials at any time by notifying OTG Customer Support. You understand and agree that OTG may modify the scope of the Promotional Services it offers at any time without additional notice to You. You further understand and agree that OTG may offer Promotional Services only to new customers and that You may not be eligible for some or all of the Promotional Service offerings. If You are offered promotional or special pricing by OTG on any of the Services, You agree to keep the pricing information strictly confidential and shall not disclose such information to any third party without the express written consent of OTG.

6. Use Policies

You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with OTG’s ability to provide high-quality services to other customers, prevents or restricts other customers from using the Services, or damages any OTG’s or other customers’ property. If OTG finds that You are using the Services for anything other than the permitted uses in this Agreement or any of the prohibited uses in this Agreement, OTG may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by Your improper use. Prohibited uses include, but are not limited to:

Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.

Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes.

Harvesting or otherwise collecting information about others, including email addresses, without their consent.

Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.

Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services.

Utilizing the Services in excess of what, in OTG’s sole discretion, would be expected of normal business use. See our Reasonable Use Policy for more details.

Using the Services in any way that interferes with other customers’ and third parties’ use and enjoyment of the Services or use the Services in any manner which disrupts, prevents, or restricts any other customer from using the Services.

Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.

You further understand and agree that:

You will abide by all applicable OTG policies, procedures, and agreements related to the Services.

You shall not attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through password mining or any other means.

Your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising).

Also, some of OTG’s plans and other Services are offered on an “unlimited” basis. All unlimited plans:

May only be used for normal small business use. See our Reasonable Use Policy for more details.

Unlimited plans also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services):

Trunking or forwarding your number to another phone number(s) capable of handling multiple simultaneous calls (e.g., conference calling), or to a private branch exchange (PBX) or a key system.

Spamming or blasting (e.g., sending 100 or more bulk and/or junk voicemails simultaneously).

Bulk call-in lines (e.g., high volume call centers, “hotlines”, 900 numbers, sports-line numbers, dispatch centers, party lines, etc.).

Use of an open telephone line as a monitoring, intercom, or similar service.

Any other use that causes an inordinate burden on the Service or our system resources or capacity.

Excessive use of the Outbound Dialing feature.

We reserve the right upon prior notice to disconnect or suspend your use of the Service if we determine that your use of the Service violates the Reasonable Use Policy for Unlimited Service. If your use of an unlimited plan violates the Reasonable Use Policy for Unlimited Service, we may limit the numbers of concurrent inbound callers and/or convert your unlimited service to a metered or limited plan upon prior notice to you and charge you accordingly for your use under the metered or limited plan. We reserve the right to add to, modify or amend the Reasonable Use Policy for Unlimited Service at any time for any reason at our sole discretion.

7. Unsolicited Advertisements

The transmission of unsolicited calls, using the Services for broadcasting, and/or transmitting unsolicited fax advertisements is illegal under federal law, including the Federal Telephone Consumer Protection Act of 1991 (http://ftp.fcc.gov/cgb/consumerfacts/unwantedfaxes.html), and under several similar state laws. Distribution of unsolicited voicemail, broadcast, and fax advertisements through the Services are prohibited. You shall not use the Services to send or transmit any unsolicited communications or advertisements and understand that, if You do, OTG may immediately terminate Your right to use the Services without liability of any kind.

At OTG’s sole option and without further notice, OTG may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them. You hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify OTG from and against any damages or liabilities of any kind related to any voicemail, broadcast, and/or fax spam or solicitations that You may send and/or receive using the Services.

If You transmit or are otherwise connected with any transmission of voice, fax, e-mail, or other unsolicited marketing messages using the Services, You agree to pay OTG its actual damages if those damages can be reasonably calculated.

8. Plan Credits, Taxes, Charges, Fees, and Chargebacks

Generally. Please note that all prices, taxes, surcharges, and fees are subject to change at any time. You are responsible for paying all charges for Your Account, including but not limited to toll-free, local, long-distance, international, additional feature charges, 411 and operator-assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service. Customers with a past due balance on previous or multiple accounts will be charged the full balance upon opening a new account or updating their credit card information on file. OTG also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions and as provided in this Agreement.

Taxes, Charges, and Fees. All fees for Services advertised or otherwise listed on the Website are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes or fees and administrative or recovery fees or charges (collectively “Taxes and Fees”). You agree to pay all Taxes and Fees and/or similar liabilities, however, denominated, that may now or hereafter be levied on the Services which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery charges levied on the Services by OTG, whether or not mandated by law or regulation. Should OTG pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that OTG may charge Your credit card on file for such payments upon receipt of an invoice and showing of indebtedness to OTG.

Metered Calling Plans. OTG offers several monthly metered plans for some of its products and Services. Each metered calling plan provides You with a toll-free or local telephone number and a fixed number of Plan Credits each month for a monthly fee, excluding taxes, surcharges, and fees. When You exhaust Your initial paid allotment of Plan Credits for Your metered plan, unless You advise us otherwise in writing, we will automatically purchase the minimum package for additional minutes for Your plan on Your behalf (and Your Account will be charged accordingly). Additional minute usage will be debited at the applicable per minute rate(s) for Your metered plan. However, in some limited instances, calls placed under a metered plan may not be counted against Your monthly allotment (e.g., calls made via a local phone number to leave or check voicemail or configure a system and calls answered on the OTG softphone). Please check the details of Your metered plan to determine which calls (if any) are not counted against Your monthly minute allotment. For international calling, international rates will apply.

Unlimited Plan. OTG offers unlimited monthly plans for some of its products and Services. An unlimited plan provides You with a local or toll-free telephone number and is subject to the terms and restrictions of the Use Policy set forth above and other restrictions described in this Agreement. If for any reason, OTG believes that You are using the unlimited plan for a prohibited purpose and/or Your call usage violates the Use Policy, then OTG may, in its sole discretion with or without notice, either terminate Your unlimited plan or immediately convert Your unlimited plan to a metered plan, as set forth above.

Value, Ownership, and Expiration of Plan Credits. Plan Credits, Additional Credits, Promotional Credits, and international calling credits have no monetary value and cannot be exchanged for the cash value at any time after such credits are purchased by You. Plan Credits may only be redeemed and used by the holder or users of the Account to which the Plan Credits have been credited, and may not be sold, transferred, assigned, or used by another user or with another user’s account. Any unused Monthly Credits expire at the end of the relevant Service month and do not “rollover” to the next month. Additional Credits and Promotional Credits expire according to the terms of their purchase.

Fraudulent Activity or Erroneous Charges. In the event of suspected fraudulent activity or erroneous charges on Your Account, You agree to contact OTG as soon as possible. In many cases, OTG can mitigate or correct fraudulent activity or erroneous charges without bank or credit card company intervention. If You suspect fraudulent activity or erroneous charges on Your OTG Account, please contact OTG customer support at 646-630-8725. When You contact customer support, please have the following information available: (a) Your name, contact information, OTG Account telephone number in question, and security verification information; (b) the date that the account in question was created; (c) the credit card account number used to open the Account; and (d) the total amount charged to the Account. If You do not contact OTG within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on Your Account, You waive Your rights to object to or challenge such activity or charges. Furthermore, if You request that Your bank or credit card company perform a chargeback without first contacting OTG, and OTG subsequently determines that the charges at issue are not erroneous, OTG reserves the right to terminate Your Account immediately and take any available legal action. Notwithstanding the above, You are solely liable for any transactions or activities by You or anyone else that occur on Your Account, and in no event shall OTG be liable for any unauthorized use of Your Account.

Reconnection. OTG reserves the right to charge a $25 reconnection fee to previously disabled accounts.

Discounts. From time to time at its sole discretion, OTG may offer promotions or discounts. Any promotion or discount codes must be provided to OTG upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if You do not request such credit at the time of Account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, You agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to OTG by the disclosure of the promotion and/or discount.

9. Billing and Payment

Any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, equipment return fees, and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused Plan Credits, and international calling credits shall expire in their entirety on the termination date. No refund, transfer, or proration shall be made of any unused Plan Credits, Additional Credits, Promotional Credits, or international calling credits or any remaining periods/months on any Service plan. Credit card authorization may be placed before any Plan Credits, Additional Credits, Promotional Credits being issued to ensure the validity of the payment method and to hold any excluded charges.

When You subscribe to Services, You will provide us with a payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from Your payment method. Any authorization will remain valid until thirty (30) days after You terminate our authority to charge Your payment method. Upon termination, we will charge You any fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on Your Account is declined or fails for any reason, OTG will use reasonable efforts to contact You via email and advise You of the failed billing attempts. Notwithstanding the foregoing, OTG reserves the right to disconnect Your Service and terminate Your Account if Your credit card on file is declined or fails for any reason, and OTG reserves the right to continue to attempt charging Your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to OTG. OTG reserves the right to charge a deposit to any account that OTG considers “high risk” or not in good standing.

Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of OTG’s rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.

You must dispute any charges for the Services in writing to OTG within thirty (30) days of the date of the charge by OTG. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such a period, You hereby irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to [email protected].

10. Free Trial Period, Cancellations, and Refunds

OTG provides an optional 7 day free trial period on the Basic, Plus, and Pro plans. If the free trial period is not canceled before the 7th day or if the trial period is ended early voluntarily, OTG will not provide a refund for any paid services provided.

OTG provides customers with 2 options for canceling an account; You may cancel your online account by navigating to your account settings page and clicking Cancel Your Account, or, by emailing [email protected] and requesting account cancellation. Please be advised that the OTG support team will require you to verify your identity by asking security questions in order to cancel your account via the online support system.

OTG services and add-ons are pre-paid and therefore OTG does not provide full or prorated refunds for unused or canceled services.

11. Equipment Return Policy

You are responsible for all return shipping charges for any hardware returned to OTG for any reason, including situations in which hardware is covered under warranty.

12. Account Ownership

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with OTG. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. OTG shall not adjudicate ownership-related disputes or any other internal business dispute. If OTG is unable to determine the valid owner of the Account, OTG reserves the right to suspend or terminate the Account and Services.

13. Number Porting and Availability

OTG will use reasonable efforts to facilitate number transfers or port requests for You, provided that You comply with the necessary and specific procedures for porting between service providers.

You acknowledge and understand that number porting depends on the cooperation of third parties outside of OTG’s control. Accordingly, You agree that OTG will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.

OTG works with a third-party carrier(s) who, on OTG’s behalf, port telephone numbers in accordance with applicable Regulatory Rules and Industry Guidelines. OTG’s third-party carrier(s) require very specific and detailed information and requirements when completing a port request. Please be informed that You will be required to provide such detailed and specific information to complete a port request. For porting numbers into Your OTG Account, follow the procedures on Your Account settings page for transferring a number to Your OTG Account.

For porting numbers out of Your OTG Account, follow the procedures of Your new service provider. You understand that porting Your number out of Your Account does not automatically terminate Your OTG Account.

Number porting is defined and regulated by the Federal Communications Commission (FCC). Visit http://www.fcc.gov/cgb/NumberPortability to learn more about number porting.

OTG cannot guarantee requested telephone numbers will be available, that Your existing provider will port Your number, or that circumstances beyond OTG’s control will not prevent or delay a successful port of Your number for the Services. You should not order any printed material, such as business cards or stationery, showing a telephone number, or issue any press releases, or otherwise publicize any telephone number until that telephone number becomes active on Your Account. OTG shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.

If your OTG account is less than 90 days old and You port out “800” toll-free number(s) from OTG to a new service provider, You will incur a one-time charge of $50 for each “800” number before the port out order will be approved. OTG only waives the normal “800” port out number fee of $50 for accounts 90 days and older and are in good standing.

You understand and agree that OTG may from time to time need to change the telephone or facsimile number assigned to You (due to an area code split or for any other reason). OTG shall not be liable for any damages (including consequential, special damages, or other damages) to You if it needs to assign You a new telephone or facsimile number.

14. Storage of User Information

OTG is not obligated to store Your communications logs, voicemails, faxes, e-mails, or other messages and does so only as a convenience to You. You agree that OTG has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, emails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that OTG may establish limits as to the size of communications that OTG transmits or stores and the duration for which OTG stores any communications.

15. Recording Conversations

Certain OTG Services provide a function that allows You to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, You are required to obtain consent from all parties to record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. OTG expressly disclaims all liability concerning your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify OTG from and against any damages or liabilities of any kind related to Your recording of any telephone conversations using the Services.

16. Voice-to-Text and Text-to-Voice Limitations

Certain OTG Services may provide a function that allows voicemails to be converted to text and vice versa. You understand and agree that OTG’s voice-to-text (“VTT”) and text-to-voice (“TTV”) features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. OTG expressly disclaims all liability concerning the conversion of voicemails to text or vice versa. You hereby agree to fully, finally and forever release, discharge, hold harmless, and fully indemnify OTG from and against any damages or liabilities of any kind related to Your use of VTT or TTV features when using the Services.

17. Support and Feedback

OTG provides customer and technical support to You via telephone and e-mail for the Services. OTG will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that OTG will be able to fully resolve any such issues. Except as provided in this section, OTG has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in Your particular use of the Services.

From time to time, OTG may send You surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant OTG, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty-free license to use all feedback, answers, ideas, comments, or other information You provide to OTG.

18. Service Changes

You understand and agree that OTG may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to You. In the event that a change to the Services would, in OTG’s reasonable discretion and judgment, permanently and materially diminish or impair the functionality of the Services (a “Change”), OTG shall provide You with written notice of such Change at least sixty (60) days before the date the change will take effect. If the Change is unacceptable to You, You may terminate the Services without penalty by calling OTG at 646-630-8725. Any use of the Services after the effective date of Change will be deemed Your acceptance of the Change.

19. Additional Terms for OTG VoIP Service

OTG Office plans include one or more Voice over Internet Protocol (“VoIP”) lines included in Your bundled Services, and for other plans, OTG offers options to add one or more VoIP lines to Your Services. In either case, Services for the VoIP line(s) will be referred to as “VoIP Service”, for which the following additional terms shall apply:

Grant of Rights

OTG grants You a non-exclusive, non-transferable, revocable license, and right to use each VoIP line exclusively with one user under Your Account, subject to all the other terms of this Agreement. Accordingly, if You want to allow multiple users to use the VoIP Service, You will need to purchase at least one VoIP line for each user.

Charges and Plan Credits

OTG offers several different plan options for VoIP Service. You may change Your VoIP Service plan at any time; however, a one-time processing fee of ten dollars ($10) may apply when “downgrading” an existing plan to a plan with lower monthly fees (e.g., a plan with fewer minutes and/or features). In addition, certain plans may entitle You to receive discounts on equipment used in connection with OTG VoIP Service. If You receive any equipment discounts associated with a VoIP Service plan and subsequently change that plan to one that does not offer those equipment discounts, You agree to reimburse OTG and hereby authorize OTG to charge Your credit card on file, for such equipment discounts.

Equipment

To use the VoIP Service, You may need to purchase phones, headsets, or other equipment (collectively, “Equipment”). All Equipment shipments are F.O.B. OTG’s shipping distributor facility. OTG’s liability for delivery shall cease, and title to such Equipment (if applicable) and all risk of loss or damage shall pass to You upon delivery to the shipping carrier.

All equipment obtained from OTG in connection with VoIP Service is subject to the Equipment Return Policy above. You understand and acknowledge that if You purchase an annual service plan and You cancel the Services plan before the end of Your initial term, cancellation or termination fees, or phone, hardware, and other equipment fees may apply in accordance with the terms and conditions of Your plan. You hereby authorize OTG to charge Your credit card, and You hereby agree to be liable for any and all such fees, costs, and charges.

VoIP 911 Service

YOU UNDERSTAND THAT 911 SERVICE IS ONLY PROVIDED BY OTG IP DESK PHONES AND THE OTG CALL CONTROLLER OR SOFTPHONE ON PCS, AND THE OTHER OTG SOFTWARE APPLICATIONS AND SERVICES DO NOT PROVIDE 911 SERVICE.

OTG VoIP 911 Service (“VoIP 911 Service”) operates differently than traditional 911 service. We are required by the FCC to advise you of the circumstances under which 911 may not be available or may be in some way limited by comparison to traditional 911 service. Such circumstances include:

Internet Connection Failure. If the connection to the wired broadband Internet over which Your OTG VoIP Service is provided is interrupted, You would not have access to OTG VoIP Service during that interruption and therefore will not have access to VoIP 911 service during that interruption.

Number Flexibility & Service Portability

Traditional 911 service automatically sends Your 911 call to the appropriate local emergency responder, or Public Safety Answering Point (“PSAP”), based on Your telephone number. Traditional Enhanced 911 service (also known as E911) automatically sends Your 911 call to the appropriate PSAP along with Your registered address and telephone number. Because the OTG VoIP Service permits You to obtain a telephone number that does not correspond to Your geographic location (for example, You may obtain an OTG VoIP telephone number with a California area code even if You do not have a California address) and allows You to use OTG VoIP Service anywhere You have wired broadband Internet, the VoIP 911 Service functions differently than traditional 911 service in certain respects:

Because Your address does not necessarily correspond with Your telephone number, You must provide OTG with the street address(es) where You will be using OTG VoIP Service (“Registered Location(s)”) when You sign up for service.

If You relocate any equipment (PC with softphone, IP phone, or ATA with traditional phone) that You use to access the VoIP Service, You must update Your Registered Location(s). If You do not update your Registered Location(s), any 911 calls You make using the VoIP Service will be routed based on Your previously provided Registered Location and therefore may not be routed to the appropriate PSAP for Your new location.

In addition, because the VoIP Service will, where possible, automatically transmit Your Registered Location to the PSAP, You must update Your Registered Location to ensure that the VoIP Service transmits accurate location information to the PSAP.

Once You notify us of a change in Your Registered Location, there may be a delay in making the new Registered Location available to properly route 911 calls and advise PSAPs of Your new Registered Location.

In some parts of the country where direct routing to PSAPs is not available for VoIP 911 Service, the Service will route Your call to the National Emergency Call Center where trained agents will ask for the name, location, and telephone number of the person calling 911 and will contact the appropriate PSAP to send help. The call center will not automatically receive Your address and telephone number. In these situations, public safety response times may be delayed. As a result, there may be an additional delay before emergency services arrive.

Loss of Electrical Power. Unless You have a backup system to power Your wired broadband Internet connection and any equipment (PC with softphone, IP phone, ATA with traditional phone) that You use to access Your VoIP Service, You will not have phone service or 911 service during any power outage.

Registration of Physical Locations Required. As discussed above, You must register the Registered Location where You will be using VoIP service for each VoIP phone line You use from OTG (e.g., if You purchase OTG Office with three VoIP lines, You must provide a Registered Location for each of the three VoIP lines). OTG will obtain Your Registered Location as part of the service initiation process and will not provide VoIP Service until you have provided Your initial Registered Location. However, You must update Your Registered Location when You use Your VoIP Service from a new location. Regardless of what address You register, in some circumstances, such as unavailability of direct routing to PSAPs or the use of portable devices to access the VoIP Service, emergency calls will be routed to the National Emergency Call Center.

You agree to provide true, accurate, current, and complete Registered Location information to OTG as part of the service initiation process and to update as soon as possible Your Registered Location with true, accurate, current, and complete information whenever You use Your VoIP Service from a new location. If You provide Registered Location information that is, or that OTG suspects to be, false, inaccurate, not current, or incomplete, OTG has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. OTG will not, however, disable Your ability to make a 911 call during any service suspension.

You may update Your Registered Location by logging on to Your Account settings page or calling customer support at 646-630-8725. For purposes of 911 Dialing, You may only register one Registered Location for each VoIP line.

Notify All Users of 911 Limitations. You should inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where You utilize the VoIP Service that 911 may not be available or maybe in some way limited in comparison to traditional 911 service. OTG will provide VoIP subscribers stickers warning that “E911 Service May Be Limited or Not Available” for use with any VoIP equipment by mailing stickers to subscribers upon Service initiation. It is Your responsibility to place these stickers on the equipment You use to access VoIP Service. If You have not received a sticker, or require additional 911 stickers, please contact customer support at 646-630-8725.

Disclaimer of 911 Liability. OTG disclaims all responsibility for the conduct of PSAPs, the National Emergency Call Center, and all other third parties involved in the provision of emergency response services. OTG does not have any control over PSAPs, the National Emergency Call Center, or other third parties and is therefore not responsible for whether they answer 911 calls made using the VoIP service, how they answer these calls, or how they handle or respond to these calls. OTG relies on third parties to assist it in the provision of 911 service and disclaims any and all liability for acts or omissions by third parties in the provision of OTG’s 911 service.

Operator Assisted Calling, 311, 511, and other X11 Calling

The VoIP Service does not support 0+ or operator-assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The VoIP Service may not support 311, 411, 511, and/or other X11 callings (other than 911 and 711 as specified in this Agreement) in one or more service areas.

711 Calling

The VoIP Service allows You to dial 711 to reach Telecommunications Relay Services (“TRS”). TRS enables persons with hearing or speech disabilities to access the public telephone system and communicate with voice telephone users through a communications assistant at a TRS relay center. Because the VoIP Service allows You to use a phone number that may not reflect Your geographic location, 711 calls made using the VoIP Service may not be routed to the appropriate TRS center for Your geographic location.

20. Publicity Rights

You agree that OTG may identify You as a user of the Services in its business deals; press releases; marketing materials; electronic, printed, and broadcast advertising; newsletters; mailings; trade-shows; other promotional materials; on OTG’s website; or any other third-party website where OTG or its designated agents may promote the Services. You hereby grant OTG and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with the right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

21. Non-disparagement

You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages OTG or the Applications or Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, OTG may terminate Your access to the Applications or Services if You breach the requirements of this section.

22. Copyright Infringement

Materials may be made available via the Service by third parties, not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using the Applications or Services for purposes of determining copyright infringement. However, OTG reserves the right to terminate access to its Applications or Services if a user infringes on others’ copyrights, and will, in appropriate circumstances, terminate access to the Applications or Services if OTG determines that a user is a repeat infringer.

Pursuant to Title 17, Section 512 of the United States Code, all claims of copyright infringement for any material You believe to reside on OTG’s Applications or Services should be provided in writing to OTG’s Legal Department at OTG’s current address as posted on OTG’s Website, available here.

23. Export Restrictions

You represent and warrant that (a) You are not located in (and will not use the Services or Applications in) a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) You are not listed on any U.S. Government list of prohibited or restricted parties relating to exports. You also acknowledge that the Applications and Services may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to OTG as well as end-users end-use and destination restrictions imposed by the U.S. and foreign governments.

24. Indemnification

To the maximum extent permitted by applicable law, You shall indemnify and hold harmless, individually and collectively, OTG, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) arising from or related to (1) the use of or reliance upon the Applications or Services by You or any third party acting upon Your permission, knowledge, authority or direction, (2) a breach of this Agreement by You, (3) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction, (4) the inability to use the Applications or Services or failure or outage of the Applications or Services for any reason, including but not limited to those related to calling, “911” or other emergency responders, (5) the use of the Applications or Services in connection with a violation of any applicable law, code, regulation, or ordnance, and/or (6) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.

25. Term

Your license to the Applications and Services is provided for a term specified in Your Services contract (the “Term”). The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”).

The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to You unless You notify OTG customer service of non-renewal at least thirty (30) days before the end of the then-current Term unless otherwise provided in Your Services contract.

For the avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, use policies and restrictions, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.

26. Termination

Monthly Plan Customers. For monthly plan customers, You may cancel or terminate Your use of the Services with or without cause at any time by accessing cancellation settings within the OTG control panel.

Generally. You understand and agree that OTG may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if:

OTG determines that You have materially breached this Agreement.

OTG determines that You have created or caused to be created multiple free accounts.

OTG determines that You have used a fraudulent credit card to pay for Service charges on Your Account.

OTG determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.

You have failed to respond to OTG’s calls or email attempts to contact You about Your Account.

OTG determines that You did not or will not reasonably comply or cooperate with any applicable law or regulation.

OTG is ordered by law enforcement or other government agencies to suspend or terminate Service to Your Account.

You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against OTG, or participate in any class action lawsuit against OTG.

You make any disparaging statement (whether written, oral, electronic, or otherwise) against OTG, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives.

OTG determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect OTG, its customers, or other third parties affiliated with OTG; or for any other good cause.

Upon any termination or suspension of Your Account, OTG may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Applications or Services.

OTG shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Applications or Services.

If You or OTG terminate or suspend Your right to use the Services, You shall not be entitled to any refund or proration of any pre-paid amounts, Plan Credits, international calling credits, or other amounts paid to OTG before the termination or suspension date.

27. Force Majeure

OTG shall be excused from any delay or failure in performance hereunder caused because of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond OTG’s reasonable control.

28. Warranty Disclaimer

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND OTG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY COUNTRY. OTG MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS (INCLUDING PATENT AND TRADE SECRET RIGHTS). THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY YOU.

OTG MAKES NO WARRANTY ON UP-TIME, RESPONSE TIMES, LATENCY, MEAN-TIME BETWEEN FAILURES, QUALITY OF SERVICE, AND/OR QUALITY OF VOICE OR FAX COMMUNICATIONS. OTG EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES ARE APPROPRIATE FOR HIGH-RISK OR OTHER ACTIVITIES WHERE FAILURE OF THE SERVICE COULD RESULT IN SERIOUS HARM TO PERSONS OR PROPERTY.

OTG MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. OTG IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL. OTG IS NOT RESPONSIBLE FOR THE CONTENT OR FUNCTIONALITY OF ANY THIRD PARTY NETWORK USED IN CONNECTION WITH THE SERVICES.

OTG DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND OTG WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OTG, ITS EMPLOYEES, RESELLERS, PARTNERS, OR AFFILIATES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

ALTHOUGH EVERY EFFORT IS MADE TO ENSURE THAT VOICEMAILS AND FAX TRANSMISSIONS ARE SECURE, OTG MAKES NO GUARANTEES OF SECURITY.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT OTG CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

29. Limitation of Liability

IN NO EVENT SHALL OTG BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF OTG HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY OTG. OTG’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE MONTHLY FEES OTG CHARGED YOU DURING THE ONE (1) MONTH IMMEDIATELY BEFORE THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

30. Notices

Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, at OTG’s option, three (3) days following the date deposited in regular United States Mail, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying OTG of any changes in Your contact information or address through Your Account settings page or by contacting customer service at 646-630-8725.

Written notice to OTG shall be effective when directed to OTG’s Legal Department and received at OTG’s then-current address as posted on OTG’s Website, available here. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to OTG must be made in writing.

31. Assignment

OTG may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of Your rights or obligations under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.

32. Future Changes to this Agreement

We may change the terms of this Agreement from time to time upon delivery of electronic or written notices to You. OTG generally provides written notice of changes to Your account, including this Agreement and any other legal agreements, via email, electronic notice on the OTG Website or Your Account Page, or Your billing statements. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from OTG fully regarding any such notices of changes to Your Account.

The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Agreement. You agree that you are solely responsible for (a) making sure that Your registered email account is current and functional, (b) checking Your registered email account on a routine basis, (c) checking the OTG Website and Your Account page on a routine basis, and (d) making sure that OTG communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason.

33. Interpretation of this Agreement

This Agreement, including the documents incorporated herein, constitutes the entire agreement between You and OTG concerning the Applications and Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

The failure of OTG to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision.

Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties hereto.

You agree and acknowledge that any breach of the provisions regarding intellectual property ownership contained in this Agreement shall cause OTG irreparable harm and OTG may obtain injunctive relief and seek all other remedies available in law and equity.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

34. Dispute Resolution and Optional Arbitration

In the event of any dispute, claim, question, or disagreement between You and OTG (“Dispute”), You and OTG shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You and an authorized member of OTG’s legal department (or other representatives of OTG designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor OTG shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body before engaging in such consultations and negotiations.

You agree that any Disputes shall be adjudicated in the state and federal courts of the State of New York, U.S.A. Venue for any Disputes shall be the Superior Court of New York, County of Cook for state court cases, and the United States District Court of New York for federal court cases. You agree to submit to the exclusive jurisdiction of such courts concerning any Disputes and agree not to bring any Disputes in any other court or adjudicative body. You hereby consent to venue and personal jurisdiction in such courts concerning such Disputes and irrevocably waive any right that You may have to assert that such forum is not convenient or that any such court lacks jurisdiction.

Notwithstanding the adjudication requirement above, for any Disputes involving ten thousand dollars ($10,000) or less, either party may choose to resolve such Disputes through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution provider mutually agreed upon by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision shall be final and legally binding.

In the event of any litigation (including arbitration) between You and OTG, the non-prevailing party shall reimburse the prevailing party for all reasonable and documented attorneys’ fees, costs, and expenses relating to the Dispute.

35. Choice of Law

This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of the State of New York and the United States without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Your sign-up or use of the Applications or Services.

Terms and conditions