These Terms of Use, together with the terms of the applicable Order Form (as defined
below), form the agreement between Datasqware, an Albanian corporation, and its product
Ottip ("Datasqware", "we", "us", "our", "Ottip") and the customer ("Customer" or "You")
with respect to the subscription to and use of the Services (as defined below) (the
"Agreement").
PLEASE READ THE AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO ANY SERVICE. BY SUBMITTING AN
ORDER FORM, ACCESSING THE WEBSITE AT HTTPS://OTTIP.COM
("WEBSITE"), OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU (I) AGREE TO BE
BOUND BY THE AGREEMENT AND (II) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE AND
AUTHORIZED TO BIND CUSTOMER. IF YOU DO NOT AGREE TO THE AGREEMENT, DO NOT SUBMIT AN ORDER
FORM, ACCESS, OR OTHERWISE USE ANY OF THE SERVICES.
NO OTHER TERMS OR CONDITIONS SHALL BE OF ANY FORCE OR EFFECT UNLESS SPECIFICALLY AGREED
UPON BY DATASQWARE IN WRITING, DULY EXECUTED BY AN AUTHORIZED OFFICER OF DATASQWARE
(EMAIL IS SUFFICIENT).
1. Definitions
"Access Credentials" means any username, password, security key, or
other credentials used to verify an individual's identity and authorization to access
the Services.
"Affiliate(s)" means any entity that directly or indirectly controls, is
controlled by, or is under common control with a party to the Agreement.
"Aggregated Data" means data related to Customer's use of the Services
that Datasqware uses in an aggregated and anonymized manner, including for statistical,
analytical and performance purposes.
"Authorized Users" means Customer's employees and agents who are
authorized by Customer to access and use the Services and for whom access has been
purchased.
"Content" means any live channels, free-to-air or satellite feeds, VOD
libraries, EPG data, logos, images, branding assets, advertisements, guest or subscriber
messages, or any other material of any type that is configured, uploaded, streamed,
aggregated or otherwise made available or distributed by or through Customer's use of the
Services, regardless of source.
"Customer Data" means information, data and other content that is
collected, downloaded, or received from Customer or an Authorized User by or through the
Services, excluding Aggregated Data.
"Customer Systems" means Customer's information technology
infrastructure, including devices, software, hardware and networks, on or through which
the Services are accessed.
"Ottip Content" means the Services' documentation and any other
information, data, or materials provided by Datasqware in connection with the Services,
including Aggregated Data, but excluding Content and Customer Data.
"Harmful Code" means any virus, worm, malware or other malicious code the
purpose of which is to permit unauthorized access to, or to disrupt, disable or harm, any
computer, system or network.
"Intellectual Property Rights" means all rights under or related to any
patent, copyright, trademark, trade secret, database right, or other intellectual
property law, in any part of the world.
"Order Form" means the form documenting Customer's purchase of a
Subscription, including the Subscription Term, Services purchased, and Subscription
Fees.
"Services" means the Ottip IPTV/OTT middleware platform and related
applications made available by Datasqware, whether on a free or paid basis.
"Subscription Term" means the period during which Customer has an active
subscription to the Services, as specified in the applicable Order Form.
"Third-Party Materials" means materials or services, including
open-source software, DRM providers, CDN providers, or device platforms, that Datasqware
does not own but that the Services rely on or integrate with.
"You" or "Your" means the Person or entity subscribing to and using the
Services, as identified in the applicable Order Form or account.
2. Acceptable Use
2.1 Authorized Use. Subject to Customer's compliance with the Agreement,
including payment of applicable Subscription Fees, Datasqware grants You a non-exclusive,
non-transferable right to access and use the Services during the Subscription Term,
solely for use by You and Your Authorized Users.
2.2 Restrictions. You shall not, and shall not permit any other Person
to:
- copy, modify, or create derivative works of the Services or Ottip Content;
- rent, lease, sublicense, resell, or otherwise make the Services available to any
third party outside the scope of Your Subscription;
- reverse engineer, decompile, or attempt to access the source code of the Services;
- bypass or circumvent any DRM, security, or access control feature of the Services;
- upload, configure, stream, or distribute through the Services any Content that You do
not have the legal right to distribute, including unlicensed or pirated broadcasts,
or Content that infringes any third party's Intellectual Property Rights;
- input or transmit any Harmful Code through the Services;
- interfere with, disable, or impair the Services or Datasqware's provision of the
Services to any other customer;
- remove or obscure any proprietary notices from the Services or Ottip Content;
- use the Services for competitive analysis or to build a competing product;
- otherwise use the Services beyond the scope authorized in Section 2.1.
2.3 Age Restriction. You represent that each Authorized User is at least
18 years old.
2.4 Country Restriction. You shall not use the Services if You are
legally prohibited from doing so under the laws of the country where You reside or
access the Services.
2.5 Suspension or Termination of Access. Datasqware may suspend or
terminate access to all or part of the Services, without liability to You, if: (a)
Datasqware receives a governmental or law enforcement order requiring it to do so; or (b)
Datasqware reasonably believes You or an Authorized User have breached the Agreement, are
involved in unlawful activity, or the Agreement has expired or been terminated.
3. Content — No Ownership, No Responsibility
3.1 No ownership of Content. Datasqware does not own, and does not claim
any ownership interest in, any Content configured, uploaded, streamed, aggregated or
distributed by You through the Services. All rights, title and interest in Content remain
with You or the applicable rights holder.
3.2 No responsibility for Content. Datasqware acts solely as a technology
and infrastructure provider. We do not monitor, review, verify, endorse or exercise
editorial control over Content before or after it is made available through the
Services. You acknowledge and agree that:
- Datasqware is not responsible or liable for any Content uploaded, configured,
streamed or distributed by You or any other customer, including its legality,
accuracy, or compliance with third-party rights;
- You are solely responsible for holding all rights, licenses, consents and clearances
(including broadcast, copyright, trademark and DRM licensing rights) necessary for
any Content You configure or distribute through the Services;
- Datasqware is not a broadcaster, publisher or content provider, and nothing in the
Agreement or the operation of the Services shall be construed as Datasqware assuming
the role or liabilities of a broadcaster or content owner;
- any dispute regarding Content, including copyright infringement or licensing
violations, is solely between the parties involved, and Datasqware bears no liability
in connection with it.
3.3 Removal of Content. Datasqware has no obligation to monitor Content
but reserves the right, without obligation, to remove or disable access to any Content,
and to suspend or terminate an account, where it reasonably believes the Content violates
the Agreement, infringes third-party rights, or exposes Datasqware to legal liability.
3.4 Notice of infringement. If You believe Content made available through
the Services infringes Your rights, contact us using the details in Section 13, including
a description of the material, its location, and Your contact information.
4. Customer Obligations
4.1 Customer Systems and Cooperation. You shall maintain Customer Systems
in good working condition, provide Datasqware such access as reasonably necessary to
perform the Services, and cooperate with Datasqware's reasonable requests in connection
with the Agreement.
4.2 Effect of Customer Failure. Datasqware is not responsible for any
delay or failure of the Services caused by Your failure to perform Your obligations under
the Agreement.
4.3 Security. You shall employ reasonable administrative and technical
safeguards to protect Access Credentials and prevent unauthorized access to the Services.
4.4 Compliance with Laws. You are solely responsible for Your compliance,
and that of any Content You distribute, with all applicable laws, including broadcasting,
content licensing, export control, and data protection laws.
4.5 Data Protection. Where You process personal data of Your guests,
subscribers or end users through the Services (for example, PMS-synced guest data), You
are the data controller for such data, and You shall ensure that such processing complies
with applicable data protection law, including obtaining any necessary consents.
5. Subscription Fees and Payment
5.1 Paid Services. You may subscribe to the Services through an Order
Form. You agree to pay the applicable Subscription Fee in advance as set out in the Order
Form.
5.2 Taxes. All Subscription Fees are exclusive of applicable sales, use,
or similar taxes, which are Your responsibility unless otherwise agreed in writing.
5.3 Payment. All Subscription Fees are due in advance of the Subscription
Term. Except as otherwise agreed, all payments are non-cancellable and non-refundable.
5.4 Fee Changes. Subscription Fees are subject to change upon renewal.
Datasqware will provide reasonable prior notice of any fee increase before the applicable
renewal.
6. Service Modifications and Support
6.1 Modifications; Downtime. Datasqware may modify the Services at any
time to maintain or improve quality, security, or compliance with applicable law, and may
schedule maintenance, using commercially reasonable efforts to minimize disruption.
6.2 Support. Support is provided to the extent included in Your
Subscription plan or a separate written agreement.
6.3 Data Backup. Datasqware will back up Customer Data only to the extent
included in Your Subscription. The Services do not replace Your obligation to maintain
Your own data backups. Except as required by applicable law, Datasqware has no liability
for loss, alteration, or corruption of Customer Data.
7. Confidentiality
Each party may disclose confidential business, technical, or proprietary information to
the other ("Confidential Information"). The receiving party shall not disclose the
disclosing party's Confidential Information to any third party, except to employees or
agents with a need to know, and shall use it only to perform its obligations under the
Agreement. This obligation does not apply to information that is or becomes public
through no fault of the receiving party, or that the receiving party is required to
disclose by law, provided it gives the disclosing party reasonable prior notice where
legally permitted.
8. Intellectual Property Rights
8.1 Ottip IP. All rights, title and interest in the Services, Ottip
Systems, Ottip Content and Aggregated Data, excluding Content and Customer Data, are and
remain the exclusive property of Datasqware or its licensors. Except as expressly granted
in Section 2.1, You have no right or license to any of the foregoing.
8.2 Customer Data. You retain all right, title and interest in and to
Customer Data.
8.3 Content. As set out in Section 3, You retain all right, title and
interest in and to Content, and Datasqware claims no ownership interest in it.
8.4 License to Datasqware. You grant Datasqware a non-exclusive,
worldwide license to host, cache, transmit, and process Your Content and Customer Data
solely to the extent necessary to provide the Services to You.
9. Representations, Warranties and Disclaimers
9.1 Customer Representations. You represent and warrant that: (a) You own
or have the necessary rights, consents and licenses relating to all Content and Customer
Data You provide or distribute through the Services; and (b) Your use of the Services,
and any Content You configure or distribute, does not and will not infringe, misappropriate,
or violate any third party's rights or any applicable law.
9.2 Disclaimer of Warranties. THE SERVICES, OTTIP SYSTEMS AND OTTIP
CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." DATASQWARE DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DATASQWARE MAKES NO WARRANTY THAT
THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR REGARDING ANY CONTENT
ACCESSED, STREAMED, OR DISTRIBUTED THROUGH THE SERVICES BY ANY CUSTOMER. ALL THIRD-PARTY
MATERIALS ARE PROVIDED "AS IS," AND ANY WARRANTY CONCERNING THEM IS STRICTLY BETWEEN
CUSTOMER AND THE THIRD-PARTY PROVIDER.
10. Indemnification
10.1 Customer Indemnification. You shall indemnify, defend and hold
harmless Datasqware and its officers, directors, employees and agents from any losses,
damages, or expenses (including reasonable legal fees) arising from any third-party claim
in connection with: (a) Your Content or its alleged infringement of a third party's
rights; (b) Your or an Authorized User's negligence or willful misconduct; (c) Your use of
the Services in violation of the Agreement or applicable law; or (d) Your breach of any
representation or warranty in Section 9.1.
10.2 Procedure. Datasqware shall promptly notify You of any claim for
which it seeks indemnification. You shall not settle any claim in a manner that adversely
affects Datasqware without its prior written consent.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DATASQWARE OR ITS
AFFILIATES, SUBCONTRACTORS, OR LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE,
BUSINESS, OR DATA; LOSS OF GOODWILL; COST OF REPLACEMENT SERVICES; OR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF OR
RELATED TO THE AGREEMENT OR THE SERVICES, INCLUDING ANY CONTENT ACCESSED OR DISTRIBUTED
THROUGH THE SERVICES, REGARDLESS OF THE LEGAL THEORY, EVEN IF DATASQWARE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
DATASQWARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT
EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO DATASQWARE DURING THE SUBSCRIPTION TERM IN
WHICH THE CLAIM AROSE. THESE LIMITATIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMISSIBLE
UNDER APPLICABLE LAW, AND NOTHING HEREIN LIMITS LIABILITY IN A MANNER THAT WOULD BE
UNENFORCEABLE OR VOID AS A MATTER OF PUBLIC POLICY.
12. Term and Termination
12.1 Term. The Subscription Term is as set out in the applicable Order
Form and renews as specified therein, unless either party gives notice of non-renewal in
accordance with the Order Form.
12.2 Termination for Cause. Either party may terminate the Agreement with
immediate effect on written notice if the other party materially breaches the Agreement
and fails to cure such breach within thirty (30) days of notice, or becomes insolvent or
subject to bankruptcy proceedings.
12.3 Effect of Termination. Upon termination or expiration: (a) all
licenses granted under the Agreement immediately terminate; (b) You shall cease all use
of the Services and Ottip Content; and (c) Datasqware shall cease use of Customer Data
and, upon Your request and provided no outstanding balance is due, make available a copy
of Your Customer Data, except that Datasqware may retain a copy where necessary to
protect its legal interests or as required by law.
13. Miscellaneous
13.1 Entire Agreement. The Agreement constitutes the entire agreement
between the parties regarding its subject matter and supersedes any prior understandings.
13.2 Conflict. In the event of a conflict between an Order Form and these
Terms of Use, the Order Form prevails.
13.3 Force Majeure. Neither party shall be liable for any failure or
delay in performance resulting from causes beyond its reasonable control, including acts
of God, war, civil unrest, governmental action, or telecommunications or power failures.
13.4 Assignment. You shall not assign the Agreement without Datasqware's
prior written consent. Datasqware may assign the Agreement without restriction, including
in connection with a merger or sale of assets.
13.5 Governing Law. The Agreement is governed by the laws of the Republic
of Albania, without regard to conflict of law principles. Any disputes arising out of or
relating to the Agreement shall be subject to the exclusive jurisdiction of the competent
courts of Albania, unless otherwise required by applicable mandatory law.
13.6 Notices. Notices under the Agreement shall be in writing and sent to
the addresses set out in the applicable Order Form or account, or to the contact details
in Section 14 below.
13.7 Severability. If any provision of the Agreement is found invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
13.8 Survival. Provisions that by their nature should survive termination
(including Sections 3, 7, 8, 9.2, 10, 11 and 13) shall survive.
13.9 Amendment. Datasqware may update these Terms of Use from time to
time. Material changes will be reflected by an updated "Last updated" date below.
Continued use of the Website or Services after such changes constitutes acceptance.
13.10 Waiver. No failure or delay by either party in exercising any right
under the Agreement operates as a waiver of that right.
14. Contact Information
Company: Datasqware
Product: Ottip
Email: i@odatasqware.com
Mailing Address: Norbert Jokl 55, Tirana 1001, Albania
Website: https://ottip.com/contact
