Usage Agreement

OTF Group is pleased to provide you with the materials and services available on our web site ("Site"). Please carefully read the following paragraphs. The terms set forth in this Usage Agreement, and in our Privacy Policy, constitute the Terms of Service. By using our Site and its services, you agree to the Terms of Service.

We may revise the Terms of Service at any time. By accessing the Site, you agree to periodically review the Terms of Service and be bound by any such modifications. For your convenience, the Terms of Service bear a version number and date of release.

If you have any questions about these Terms of Service, please send an email to support@otfgroup.com.

1. Users Warranties

YOU REPRESENT AND WARRANT THAT YOU (1) ARE DULY AUTHORIZED TO CONSENT TO THESE TERMS OF SERVICE AND CONDITIONS ON BEHALF OF YOUR ORGANIZATION; (2) CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW; AND (3) HAVE THE RIGHT TO GRANT THE INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.

2. IDs and Passwords

our OTF Group account is password-protected. You should not disclose your password or ID to any unauthorized third parties. You are solely responsible for any unauthorized use of your ID or password.

3. Subsequent Service Agreements

When you register at the Site, or sign up to make use of certain services, we may provide additional terms of service specific to your use of the Site or said service. Any such terms are incorporated by reference to these Terms of Service, and by using our Site and its services, you agree to abide by such terms.

4. Updates

We believe that the information contained on the Site is current as of the date it is initially posted. We intend to use reasonable efforts to include up-to-date information, but do not warrant that we will do so. You should verify that information is current before relying upon it. Please send email inquiries about the existence of more current, publicly available information on a particular subject to support@otfgroup.com.

5. No Warranty

While we believe that the information that we have placed on the Site comes from reliable sources, we do not warrant that it is accurate, complete or suitable for any purpose. Content and services available on our Site are subject to change, alteration, or deletion without notice.
BY ACCESSING OR USING THE SITE AND ITS SERVICES, YOU ASSUME ANY AND ALL RESPONSIBILITY AND RISK OF USE OF THE SITE AND ANY PRODUCTS OR SERVICES CONTAINED THEREIN. OTF Group AND ITS SUPPLIERS PROVIDE THE SITE AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. OTF Group AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE; AND (C) AS TO ACCURACY AND RELIABILITY OF ANY INFORMATION MADE AVAILABLE ON THE SERVICE. The exclusions above may not apply in jurisdictions that do not allow the exclusion of implied warranties.

6. Links

For your convenience, we may provide links to sites owned and operated by third parties. Similarly, other OTF Group Members may post links to third party sites in publicly accessible areas or in their Member profiles. The policies and procedures described herein do not apply to such third-party sites. You assume sole responsibility for your use of third-party links. Third parties must obtain OTF Group's express written permission to link this Site to their sites.

7. Conduct on the Site

All content (including data, text, graphics, software, or other material), whether publicly posted or privately transmitted, is the sole responsibility of the originator of that content. You are solely responsible for any content that you upload, post, email or otherwise make available through the Site or its services. You shall not make available on or through the Site content that is:

• false or fraudulent;
• infringing of any third party's rights;
• in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, securities, anti-discrimination or false advertising); obscene, indecent or pornographic;
• defamatory, trade libelous, threatening or harassing; or
• unsolicited or unauthorized advertisements, promotions, or other forms of solicitation; or
• that contains any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.

Although OTF Group may from time to time monitor or review discussions in publicly accessible areas, such as Strategy Forums, we are not obligated to do so. You acknowledge that although we're not obligated to prescreen content, we reserve the right to refuse or remove content that we, in our sole discretion, deem inappropriate, offensive, or harmful.

You acknowledge and agree that we may preserve all such content and disclose the same if required to do so by law or in good faith belief that such action is reasonably necessary to comply with the legal process, enforce these Terms of Service, or protect the rights, property, or personal safety of OTF Group, its Members, and the public.

8. Submissions

You maintain sole ownership rights in all original remarks, suggestions, ideas, graphics, or other information posted or uploaded to the Site or otherwise communicated to OTF Group (collectively, the "Submission"). So that we do not violate any rights you have in such Submissions, you hereby grant to OTF Group a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to reproduce, transmit, distribute, and publicly display such information, and create derivative works from such information, in connection with any legitimate business purpose, including, without limitation, the operation of the Site or its services, and OTF Group's marketing, publicity and advertisement thereof in any form and media now known or currently unknown.

9. Intellectual Property; Ownership

All rights, title and interest in and to the software, user interface, organization, graphics, design compilation, magnetic translation, digital conversion, content, information, or data made available from, on or through this Site, and all other matters related to the Site, shall belong to OTF Group, including all modifications thereof and enhancements thereto. Except as otherwise provided in this section, you shall not copy, modify, distribute, reverse engineer, decompile, or otherwise translate, in any way, the software, user interface, or content, information, or data made available from this Site. You do not acquire ownership rights to any content, document, program, application, code, data, or other materials viewed through or downloaded from the Site.

We make available for downloading from our Site articles published by OTF Group's thought leaders, the copyrights for which are owned by OTF Group or licensed to OTF Group. YOU ARE PERMITTED TO DOWNLOAD A SINGLE COPY OF SUCH ARTICLES, PROVIDED YOU RETAIN ALL COPYRIGHT NOTICES AND OTHER IDENTIFYING INFORMATION. YOU MAY NOT OTHERWISE USE THE ARTICLES IN ANY WAY THAT WOULD VIOLATE THE COPYRIGHTS IN THOSE ARTICLES, INCLUDING, WITHOUT LIMITATION, SELLING, PUBLICLY DISPLAYING, MODIFYING, LICENSING, REPRODCUING, PREPARING DERIVATIVE WORKS FROM, OR OTHERWISE USING THE ARTICLES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.

We make available for downloading from our Site other materials, such as the charts and graphs generated through the Survey Manager, that are designed to help you run your business better. OTF Group either owns or has licensed the copyrights in these materials. YOU ARE PERMITTED TO DOWNLOAD SUCH MATERIALS, PROVIDED YOU RETAIN ALL COPYRIGHT NOTICES AND OTHER IDENTIFYING INFORMATION, AND SHARE THESE MATERIALS WITHIN YOUR ORGANIZATION. YOU MAY NOT OTHERWISE USE THE MATERIALS IN ANY WAY THAT WOULD VIOLATE THE COPYRIGHTS IN SAID MATERIALS. BY WAY OF ILLUSTRATION, WITHOUT LIMITATION, YOU MAY NOT SELL, PUBLICLY DISPLAY FOR A FEE, LICENSE, MODIFY FOR RESALE, OR CREATE DERIVIATIVE WORKS FOR RESALE FROM THE MATERIALS.

POSTING OF INFORMATION OR MATERIALS ON THE SITE DOES NOT CONSTITUTE A WAIVER OF ANY RIGHT IN SUCH INFORMATION AND MATERIALS.

10. Notices

You shall provide any legal notices to OTF Group by postal mail to:
Attention: Corporate Legal Officer
OTF Group, Inc.
400 Talcott Avenue, 3rd Floor
Watertown, MA 02472
USA

and OTF Group shall provide any notices to you at the email address you provide at registration, or such other address as either party shall specify in a notification in accordance with this section. Notices shall bear a label or language on the outer envelope indicating that the communication is a legal notice provided in accordance with the Terms of Service. Notice shall be deemed given twenty-four (24) hours after the email is sent, unless OTF Group receives notice that the address is invalid or the email has otherwise failed to reach the destination email address within such period. Alternatively, at its option, OTF Group may give you notice by commercial courier service or by certified mail, postage prepaid and return receipt requested, to the address you provide registration. In such case, notice shall be deemed given when received by you.

11. Governing Law, Jurisdiction; Statute of Limitation
These Terms of Service and the relationship between you and OTF Group shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of law provisions. You agree that any controversy or claim arising out of or relating to these Terms of Service or the relationship between you and OTF Group shall be submitted to the personal and exclusive jurisdiction of the state and/or federal courts located within Suffolk County in the Commonwealth of Massachusetts.

We make no representation that material on the Site is appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or its services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12. Release and Indemnification

Because OTF Group does not control the truth or accuracy of postings on the Site and is not a party to any communications or dealing between you and other OTF Group Members, you hereby release and agree to hold harmless OTF Group, and its officers, directors, agents, employees, and subcontractors (including without limitation technology providers) from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Site or its services.

You agree to indemnify, hold harmless, and defend OTF Group and its parents, subsidiaries, affiliates, directors, agents, employees, and subcontractors (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of (a) your use of the Site or its services, (b) your failure to comply with any applicable laws and regulations; (c) your breach of any obligation set forth in these Terms of Service; and (d) infringement claims asserted against OTF Group based on our use of your intellectual property and Submissions. You shall not settle any such claim without the written consent of the applicable Indemnified Party, which such consent shall not be unreasonably withheld.

13. Limitation of Liability

IN NO EVENT SHALL OTF Group, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, SUBCONTRACTOR (INCLUDING WITHOUT LIMITATION, TECHNOLOGY PROVIDER), OR EMPLOYEE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING (HOWEVER ARISING, INCLUDING NEGLIGENCE) OUT OF: THE USE OR MISUSE OF THE SITE OR ITS SERVICES OR ANY INFORMATION OBTAINED THEREFROM. OTF Group'S LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE FEE YOU PAID FOR ACCESS TO OTF Group'S SITE AND SERVICES FOR THE PERIOD DIRECTLY PRIOR TO THE ACTION GIVING RISE TO LIABILITY. The exclusions above may not apply in jurisdictions that do not allow the exclusion of implied warranties.

14. Copyright Agent

We respect the intellectual property of others, and ask that our Members do the same. If you believe that your work has been copied or used on our Site in a way that constitutes copyright infringement, please provide OTF Group's Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
   

OTF Group's Copyright Agent for notice of claims of copyright infringement on its Site is: Paul Cohen
General Counsel
OTF Group, Inc.
311 Arsenal Street
Watertown, MA 02472
USA
Email: pcohen@otfgroup.com
Telephone: (617) 607-0300

15. Proponent of the Agreement

For the purposes of determining the governing law, and confirming the terms of Section 11, the you and OTF Group acknowledge, recognize, and agree that OTF Group is the proponent of this Agreement and the business transactions embodied herein.

16. Other Terms

We may, in our sole discretion, restrict or terminate your usage of the Site or its services if you breach any of the Terms of Service set forth herein. You may terminate your IDs and passwords at any time by simply emailing us at Support@otfgroup.com. In order to assure proper functioning of the site, OTF Group reserves the right to require that you change your designated "username." These Terms of Service constitute the entire agreement and understanding between the parties with respect to your use of the Site and its services, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party's failure to insist upon or enforce strict performance of any provision of the Terms of Service shall not be construed as a waiver of any provision or right. If any particular provision of the Terms of Service is held to be invalid or unenforceable, such determination shall not affect any other provision which shall remain in full force and effect. These Terms of Service may not be assigned or transferred to third parties by you without prior written permission from OTF Group. You and OTF Group are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service. You shall not be construed to be a third party beneficiary of any agreement between OTF Group and any supplier to OTF Group.

17. Copyright and Trademark Notices

The entire contents of the Site are copyrighted under the United States copyright laws. OTF Group or its licensors are the exclusive owners of the copyrights.

"OTF Group," "otF," "Na Fronteira," "En La Frontera," "Enlafrontera.com," "Changing Nations," "Changingnations.com," and "The Competitiveness Bank," "O Banco Da Competividade," and the OTF Group logo are trademarks or service marks of OTF Group, Inc.