Terms and Conditions

What are these Terms and Conditions?

You (as defined below) have been invited to use the Communication Services (as defined below) allowing you, among other things, to communicate, evaluate, and document cleaning and other services. These Terms and Conditions set forth certain rights and obligations you have in the use of the Communication Services.

Why do we request that you agree to these Terms and Conditions?

The Communication Services contain proprietary and confidential information. These Terms and Conditions provide protections for such information.

Brief summary of these Terms and Conditions.

These Terms and Conditions contain certain authorization for you to use the Communication Services, what information you agree to keep confidential, and how Data (as defined below) is protected and used.

Questions?

If you have any questions regarding these Terms and Conditions, contact legal@otuvy.com

This is a legal contract.

NOTICE TO USER: THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY INDICATING YOUR (AS DEFINED BELOW) ACCEPTANCE THE FIRST TIME YOU LOG ON TO USE THE COMMUNICATION SERVICES, YOU AND YOUR EMPLOYER ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS LISTED BELOW AND AS ALTERED, MODIFIED, AMENDED OR CHANGED FROM TIME TO TIME BY ASP (AS DEFINED BELOW).

IF YOU AND YOUR EMPLOYER DO NOT AGREE WITH THE TERMS AND CONDITIONS LISTED BELOW OR AS ALTERED, MODIFIED, AMENDED OR CHANGED FROM TIME TO TIME BY ASP, DECLINE WHERE INSTRUCTED THE FIRST TIME YOU LOG ON TO USE THE COMMUNICATION SERVICES OR, AFTER THAT, CONTACT ASP AT DECLINE@OTUVY.COM IF YOU DECLINE, YOU WILL NOT BE ABLE TO ACCESS THE RESTRICTED PORTION OF ASP'S WEBSITE OR USE THE COMMUNICATION SERVICES.

Terms and Conditions.

You and ASP agree as follows:

Definition of Terms. For purposes of these Terms and Conditions, following are definitions of terms used herein:
1. “ASP” or “we” in any form shall mean Otuvy, Inc., a Utah Corporation (the application service provider of the Communication Services).
2. “Communication Services” shall mean, subject in all cases to the restrictions set forth by ASP from time to time, the access, use and utilization of that certain ASP computer software program useful in the commercial janitorial and/or communication fields in any form or format as determined by ASP from time to time, together with any modifications, corrections, improvements, enhancements and releases that ASP may include now or hereafter as determined by ASP from time to time, solely in connection with those services provided by ASP on a specific website and web server(s) including, but not limited to, software that can be accessed or downloaded from such website and web server(s) that can be utilized on a computer, PDA, or other device, that may relate to communication between two or more parties and/or such other areas as determined by ASP from time to time, all for use in the ordinary course of your business, all as determined by ASP in its sole discretion from time to time.
3. “Confidential Information” shall mean any and all applications, information, data, ideas, processes, procedures, specifications, formulae, text, reporting statements, reporting processes, written materials, instructions, diagrams, source code, object code, display screens, databases, documents, items or materials that ASP has or shall have an interest in, or that are or shall be owned, developed, acquired or used by, or in the possession or control of, or that arise from, ASP, its businesses, activities, investigations, work of ASP’s employees, agents or contractors, utilization of ASP’s equipment, supplies, facilities or information, in the past, present or future, whether in tangible, magnetic, digital or any other form, format or medium, and whether or not published, patented, copyrighted, registered or suitable therefore, that relate to, are used in, or are derived from (a) concepts, ideas, or compilations of information used in ASP’s business which may relate to the development, production, licensing, or sale of ASP’s goods or services, to the management or administration of ASP, or which otherwise give ASP a competitive advantage; (b) the Documentation (as defined below); (c) the Communication Services; or (d) information designated as confidential by ASP. Notwithstanding the foregoing, “Confidential Information” shall not include information that is (a) generally known and readily ascertainable by proper means, through sources wholly independent of, and not directly or indirectly related to, ASP and/or you, through no act or fault of you; or (b) created or acquired by you legally prior to the date these Terms and Conditions are accepted by you as established by substantial tangible preexisting evidence.
4. “Data” shall mean data, material, or information submitted or provided by you through the use of the Communication Services.
5. “Documentation” shall mean written materials relating to the Communication Services including, but not limited to, user guides, technical manuals, release notes, installation instructions, other instructions, and online help files regarding use of the Communication Services, generally provided by ASP to you, or others, directly or indirectly, and shall include any updated versions of Documentation as may be provided by ASP from time to time.
6. “Proprietary Rights” shall mean (a) all discoveries, ideas, technology, processes, procedures, devices, works of authorship (including electronic media and electronic storage devices), or substantive improvements of or enhancements to any of the foregoing, used in connection with or related to ASP’s website, the Communication Services, Confidential Information or any product(s) or services resulting from the application thereof, whether now existing or whether created or authored in the future, regardless of whether registrable or protectable under patent law, copyright law, common law or other law; and (b) all patents, patent rights, shop rights, copyrights, trademarks, service marks, trade names, trade secrets or other intellectual property rights relating to any of the foregoing, including all pending applications, reissues, renewals, divisions, continuations or extensions thereof.
7. “Related Parties” shall mean you, your affiliates, and the officers, employees and agents of the same.
8. “you” or “your” in any form shall mean collectively the individual end-user of the Communication Services and his or her employer.
Authorization. ASP hereby authorizes you to access and use the Communication Services and to use the Documentation, and to download and/or make copies of certain reports included as part of the Communication Services which are expressly designated by ASP as available for downloading and/or copying, solely for the limited purposes associated with the communication, evaluation and documentation of cleaning services and other services in the ordinary course of your business. This authorization is granted on a nonexclusive basis. All other uses of the Communication Services and Documentation are prohibited. You shall not, and nothing contained in these Terms and Conditions shall be construed to permit or authorize you to, (a) reproduce, copy, duplicate, download, install, or read into memory on any file server or other storage device, the Communication Services, in whole or in part (except for copying and downloading of certain reports as set forth above); (b) reverse-compile, reverse-assemble, reverse-engineer, modify, enhance, alter or otherwise attempt to duplicate or rewrite in a manner achieving similar functions, the Communication Services, or otherwise create derivative works based upon the Communication Services, in whole or in part; (c) sell, transfer, assign, lease, loan, rent, license, sublicense, distribute or disclose the Communication Services or any rights under the authorization granted hereby, in whole or in part; (d) deliver the Communication Services or any portion or viewable or printable output thereof to any third party without the prior written permission of ASP, in whole or in part; or (e) sell, transfer, loan, disclose, distribute, copy, duplicate, modify, enhance, alter or otherwise attempt to duplicate or rewrite in any manner the Documentation. You unconditionally and absolutely stipulate and agree that ASP is the sole owner of all right, title and interest in and to the Communication Services, Documentation, and all Proprietary Rights. ASP retains all rights not granted to you above including, without limitation, an unrestricted right to promote, market, offer, license, sublicense, exploit and use the Communication Services and Documentation. The foregoing authorization may be terminated or revoked by ASP at any time, for any reason or for no reason, in the sole discretion of ASP, with or without notice to you. Also, there may be certain others of Related Parties, those who provide cleaning services or other services to your facility (if applicable), and/or others who are in your organization, who may discontinue your access and use of the Communication Services, for any reason or for no reason, with or without notice to you. You agree to secure, keep confidential, and maintain the user name and password allowing you to access and use the Communication Services. No one else but you is allowed to access and use the Communication Services with your user name and password. You agree to keep such user name and password confidential and to not allow others to use such user name and password to log on and use the Communication Services whether in your behalf or otherwise.
Registration. You shall, as a condition precedent to the grant of the authorization set forth in Section 2, register with ASP on this website and provide all information required by ASP. You hereby represent and warrant that any and all information provided is and shall be true, correct, accurate and complete in all material respects. You further represent and warrant that the individual end-user accepting these Terms and Conditions is a duly authorized agent, employee or representative of the company, firm or entity identified upon information verification and that acceptance of these Terms and Conditions is and shall be binding upon such company, firm or entity and upon such individual person.
Confidential Information. You unconditionally and absolutely stipulate and agree that you and Related Parties shall not use or distribute in any way, disclose to others, or make unauthorized copies of, any Confidential Information, except to the extent specifically authorized by the grant of rights set forth in Section 2 above or by a written agreement between the ASP and you which is executed by both parties subsequent to the date of your acceptance of these Terms and Conditions. You shall take all steps necessary to ensure that all Related Parties and other persons having access through you to the Confidential Information agree to, and observe and perform, the provisions of these Terms and Conditions. Upon request from ASP, you shall make certain that you and all Related Parties immediately return and deliver to ASP all Confidential Information, including all originals and copies of the same, in any and all forms, formats and mediums (including, but not limited to, electronic or digital storage media), with no originals or copies being retained by you or Related Parties. You unconditionally and absolutely stipulate and agree that: (a) the Confidential Information is proprietary and confidential; (b) the Confidential Information is owned exclusively by and constitutes trade secrets of ASP; (c) as owner ASP may market, sell or otherwise exploit the Confidential Information; (d) disclosure of Confidential Information by ASP to you creates a relationship of confidence and trust; and (e) unauthorized use, disclosure or copying of Confidential Information would cause substantial loss and irreparable harm to ASP.
Enforcement. No termination of the authorized rights described in Section 2, regardless of reason or cause, shall relieve you from the continued performance of the obligations established under these Terms and Conditions. The obligations imposed by these Terms and Conditions on you shall be enforceable both at law and in equity, by injunction, restraining order, specific performance, damages, lost profits and other remedies, and without any requirement that ASP post any bond or other security or prove actual damages. You hereby waive any such bond or security requirements. Should ASP incur attorneys' fees or costs in order to enforce these Terms and Conditions, whether or not a legal action is instituted, ASP shall be entitled to recover such attorneys' fees and costs from you, in addition to all other rights and remedies ASP may have at law or in equity. The right of ASP to obtain any such remedy or remedies shall be cumulative and not alternative and shall not be exhausted by any one or more uses thereof. The failure of either party to take any action under these Terms and Conditions, or the waiver of a breach of these Terms and Conditions, shall not affect that party’s rights to require performance hereunder or constitute a waiver of any subsequent breach.
Assignment. The terms and conditions of this contract are fully assignable by ASP. The terms and conditions of this contract are personal to you and neither the contract, nor the rights or duties hereunder, may be voluntarily or involuntarily, directly or indirectly, assigned or otherwise transferred or encumbered by you without the prior written approval of ASP.
Disclaimer. THE COMMUNICATION SERVICES ARE PROVIDED STRICTLY “AS IS”. ASP AND ITS LICENSORS MAKE NO REPRESENTATIONS OF THE RELIABILITY OR ACCURACY OF THE COMMUNICATION SERVICES, THE DOCUMENTATION, OR ASP’S WEBSITE AND DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ASP AND ITS LICENSORS DO NOT WARRANT THAT THE COMMUNICATION SERVICES SHALL OPERATE IN COMBINATION WITH THIRD PARTY SOFTWARE SELECTED BY YOU OR THAT THE COMMUNICATION SERVICES SHALL OPERATE UNINTERRUPTED OR FREE OF ERRORS. ASP AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGE RESULTING FROM THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS.
Limitation of Liability. IN NO EVENT SHALL ASP OR ITS LICENSORS BE LIABLE TO YOU, RELATED PARTIES OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING LOST DATA, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE COMMUNICATION SERVICES OR DOCUMENTATION OR ANY DELAY IN DELIVERY OR FURNISHING THE COMMUNICATION SERVICES OR DOCUMENTATION EVEN IF ASP AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASP SHALL HAVE NO LIABILITY TO YOU, RELATED PARTIES OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE COMMUNICATION SERVICES OR DOCUMENTATION, OR CLAIM THEREOF. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF ASP OR ITS LICENSORS HAS AUTHORITY TO BIND ASP OR ITS LICENSORS TO ANY ORAL REPRESENTATION OR WARRANTY CONCERNING THE COMMUNICATION SERVICES OR DOCUMENTATION. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THESE TERMS AND CONDITIONS IS NOT AUTHORIZED AND IS UNENFORCEABLE.
Data. You hereby assign all right, title and interest in and to Data, if any, to the company and/or those providing cleaning services or other services relating to the Communication Services, as determined by ASP from time to time. Notwithstanding the foregoing, you agree that (a) ASP shall store Data and shall have the right to access and use Data as set forth in these Terms and Conditions and for those purposes and situations set forth in ASP’s privacy notice and security information as amended from time to time by ASP and posted on the website where you log on to use the Communication Services; and (b) ASP and its Licensors shall have the continuous right to access, compile, copy, distribute and display anonymous Data (“anonymous” means without disclosing any identifying information about you, your clients, your buildings, or other personal identifying information about you) for purposes of benchmarking, measuring, and/or comparing such anonymous Data (i.e. number of complaints in restrooms versus number of complaints in other areas in the aggregate form). You may be able to view and/or otherwise access data, material and/or information submitted or provided by Related Parties, those who are responsible to provide cleaning services or other services at your facility (if applicable), and/or others within your organization through the use of the Communication Services. You agree to keep such data, material and/or information confidential and to not use, disclose, communicate or cause to be communicated to any third party, in any manner whatsoever, any such data, material and/or information except as otherwise authorized in these Terms and Conditions or as allowed by those authorized to allow such. Related Parties, those who are responsible to provide cleaning services or other services at your facility (if applicable), and/or others within your organization may be able to view and/or otherwise access Data. You are solely responsible for the confidentiality of Data.
Miscellaneous Provisions. These Terms and Conditions may not be altered, modified, amended or changed, in whole or in part, except by ASP. ASP may alter, modify, amend or change these Terms and Conditions at any time and without notice to you by placing the new Terms and Conditions on the website where you log on to use the Communication Services. You are solely responsible to review these Terms and Conditions each time you attempt to log on to use the Communication Services and agree to be bound by all the terms and conditions as altered, modified, amended or changed from time to time. These Terms and Conditions shall be governed by the laws of the State of Utah, without regard to its conflicts of laws principles. Venue for any action, suit or proceeding arising from or related to these Terms and Conditions shall lie exclusively in the state or federal courts located in Utah. There may be a license, sublicense and/or other agreement governing your access and/or use of the Communication Services, and other areas relating to such. In the event of any conflict, inconsistency or discrepancy between these Terms and Conditions and such license, sublicense and/or other agreement, the terms of that license, sublicense and/or other agreement shall govern, as determined by ASP. These Terms and Conditions and such license, sublicense and/or other agreement mentioned above, if any, constitute the entire agreement between you and ASP with respect to the subject matter addressed herein, unless otherwise altered, modified, amended or changed as allowed herein or as allowed in such license, sublicense and/or other agreement mentioned above. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court or tribunal, whether due to particular time limits, unreasonableness or otherwise, it is agreed that the provision in question shall be reduced or otherwise modified by such court or tribunal, but only to the extent necessary to permit its enforcement and only in such court’s or tribunal’s jurisdiction. These Terms and Conditions shall be binding upon the parties and their successors, assigns, transferees, grantees, executors and administrators. Any rights contained herein that you may have, as determined by ASP, shall immediately terminate effective the date that ASP, Related Parties and/or others inactivate and/or cancel any access you may have to use the Communication Services. The obligations and/or duties that are contained herein, as determined by ASP, shall continue to be obligatory upon you beyond your cessation of use of the Communication Services, all as determined by ASP from time to time. All rights granted ASP and its licensors under these Terms and Conditions shall survive any termination of these Terms and Conditions and/or any cancellation of any access you may have to the use of the Communication Services. Before signing or accepting these Terms and Conditions, you represent that you have carefully read all of these Terms and Conditions, you were given an opportunity to discuss them with your legal advisors, and you understand the meaning and effect of each and every provision in these Terms and Conditions. The person signing or accepting these Terms and Conditions is duly authorized and empowered to do so. Please print a copy of these Terms and Conditions for your records.

End of these Terms and Conditions.

Rev. 08/18/2023