TERMS OF USE

PREAMBLE

Otium Terms of Use ("Terms of Use") govern your use of our website, mobile applications, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Services. These Terms of Use constitute a legally binding agreement between you and Otium, Inc. ("Otium", "we", "us", or "our").

I. — ACCOUNTS

You need an account for most activities on our platform, including to purchase or access content. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else's account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the login credential information for that account. In the event of the death of a user, the account of that user will be closed. If there is a dispute as to the proper ownership of an account, we reserve the right to determine the proper account owner in our sole discretion, including based on the information you provide us.

II. — CONTENT ENROLLMENT AND LIFETIME ACCESS

When you watch and/or are part of content on Otium, you get a license from us to view it via the Otium Services and no other use. Content is licensed, and not sold, to you. This license does not give you any right to resell the content in any manner (including by sharing account information with a purchaser or illegally downloading the content and sharing it on torrent sites). In legal-speak, Otium grants you (as a student) a limited, non-exclusive, non-transferable license to access and view the content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms of Use and any conditions or restrictions associated with particular content or features of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any content unless we give you explicit permission to do so in a written agreement signed by an Otium authorized representative. This also means that you cannot download content to your device for later view.

III. — CONTENT AND BEHAVIOR RULES

You can only use Otium for lawful purposes. You're responsible for all the content that you post on our platform. You should keep the reviews, questions, posts, courses, and other content you upload in line with our Trust & Safety Guidelines and the law, and respect the intellectual property rights of others. We can ban your account for repeated or major offenses. If you think someone is infringing your copyright on our platform, let us know. We reserve the right to remove content, suspend payouts, and/or ban instructors for any reason at any time, without prior notice, including in cases where: an instructor or course does not comply with our policies or legal terms (including the Terms of Use); a course falls below our quality standards or has a negative impact on the student experience; an instructor engages in behavior that might reflect unfavorably on Otium or bring Otium into public disrepute, contempt, scandal, or ridicule; an instructor engages the services of a marketer or other business partner who violates Otium's policies; or as determined by Otium, in its sole discretion.

IV. — OTIUM'S RIGHT TO CONTENT YOU POST

You retain ownership of content you post to our platform, including your courses. We're allowed to share your content to anyone through any media, including promoting it via advertising on other websites. The content you post as a student or instructor (including courses) remains yours. By posting courses and other content, you allow Otium to reuse and share it but you do not lose any ownership rights you may have over your content. When you post content, comments, questions, reviews, and when you submit to us ideas and suggestions for new features or improvements, you authorize Otium to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit. In legal language, by submitting or posting content on or through the platforms, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your content (including your name and image) in any and all media or distribution methods (existing now or later developed). This includes making your content available to other companies, organizations, or individuals who partner with Otium for the syndication, broadcast, distribution, or publication of content on other media, as well as using your content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any content that you submit. You also agree to all such uses of your content with no compensation paid to you.

V. — USING OTIUM AT YOUR OWN RISK

Only selected praeceptor can use and/or show their content on Otium. Anyone can use the Services as a student to enroll in courses. When you enroll in a course, you are purchasing a license from us to view content via the Services. Only instructors can interact with students via the colloquium feature or any other private and/or messaging means. We have the right to review any content for compliance with our policies, and to remove content we deem in violation of our policies at our discretion. Please use your careful judgment in engaging with others on Otium. By using the Services, you may be exposed to content that you consider offensive, indecent, or objectionable. Otium has no responsibility to keep such content from you and no liability for your access or enrollment in any course or other content, to the extent permissible under applicable law. This also applies to any content relating to health, wellness, and physical exercise. You acknowledge the inherent risks and dangers in the strenuous nature of these types of content, and by accessing such content you choose to assume those risks voluntarily, including risk of illness, bodily injury, disability, or death. You assume full responsibility for the choices you make before, during, and after your access to the content.

VI. — OTIUM'S RIGHTS

We own the Otium platform and Services, including the website, present or future apps and services, and things like our logos, API, code, and content created by our employees. You can't tamper with those or use them without authorization. All right, title, and interest in and to the Otium platform and Services, including our website, our existing or future applications, our APIs, databases, and the content our employees or partners submit or provide through our Services (but excluding content provided by instructors and students) are and will remain the exclusive property of Otium and its licensors. Our platforms and services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing gives you a right to use the Otium name or any of the Otium trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Otium or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

VII. — HONORARIUM AND PRIVILEGES

7.1. — Account Management

You may terminate your Privilege at any time, for any reason, by following the instructions on the Account Settings on our website or by sending an email to correspondance@o-tium.com Such termination will not affect your obligation to pay any unpaid fees or charges. Changes to or Termination of Your Subscription: As described above, We reserve the right to change the content, scope, or features of any Subscription, including without limitation access to any Courses or content within a Course. We may also suspend or terminate your Subscription (i) if we are no longer providing a Subscription and give you advance notice of at least thirty (30) days, or (ii) without notice, if you breach your obligations under these Terms. In the event of such termination by us, Otium will prorate a refund of your Subscription fee for the remaining time in your Subscription period after termination.

7.2. — Interactive Session Restrictions

You may not do any of the following while accessing or using the Interactive Sessions through a Subscription: share your Subscription account or provide access to the Interactive Sessions (including any passcode) to anyone else; directly or indirectly resell or lend any Subscription benefit or otherwise receive compensation for providing access to Interactive Sessions; modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on Interactive Sessions; reverse engineer or access Interactive Sessions in order to copy any ideas, features, functions, or graphics associated with the Interactive Sessions; remove, alter, or obscure any disclaimer, copyright notice, trademark, watermark, or other form of proprietary notices that appear in or on any Interactive Session; or download, copy, or store any Interactive Session or part thereof unless this is done automatically by your web browser.

7.3. — Subscription Disclaimer

We make no guarantees as to the availability, completeness, or quality of any of the content that may be accessed through a Subscription. We reserve the right to add or remove content at any time, without prior notice, for any reason, in our sole discretion.

VIII. — GENERATIVE AI TERMS

Otium may use or not use generative AI on its platform, now or in the future. When the GenAI features may be implemented, they include, but are not limited to, Q&A Bots that use GenAI, tutoring bots that use GenAI, and other GenAI features that Otium may add to its Services in the future. Please note that GenAI is an experimental technology, and these terms will be updated as the industry evolves. By using the GenAI Features, you acknowledge and agree to the following terms.

8.1. — Inputs and Outputs

When using the GenAI Features, you may provide data to us, including any text, prompt, image, or other data, to be utilized in the AI Model ("Input Data"). Using the GenAI Features and Input Data, we generate outputs ("Output Data"). You own all right, title, and interest in your Input Data and Output Data. You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use Input Data and Output Data, in an aggregated and de-identified manner, for the purposes of training and improving our AI models. Please note that due to the nature of machine learning, Output Data may not be unique across users and the Services may generate the same or similar Output Data.

8.2. — GenAI Feature Restrictions

You may not do any of the following while accessing or using the GenAI Features: use the GenAI Features in a manner that violates any applicable law, rule, or regulation, as determined by Otium in its sole discretion; use the GenAI Features in a manner that is deceptive, fraudulent, or misleading, or in any manner that is defamatory, abusive, vulgar, obscene, bigoted, hateful, harassing, violent, or otherwise objectionable, as determined by Otium in its sole discretion; use the GenAI Features in a manner that violates, or facilitates the violation of, the intellectual property rights of third parties; or use Output Data to develop AI models or technologies that compete with Otium or its Services.

8.3. — GenAI Feature Disclaimer

To the extent permitted by law, you acknowledge and agree that the GenAI Features are provided on an "as is" basis without warranties of any kind, either express or implied, including any warranty of title, non-infringement, or fitness for a particular purpose. The GenAI Features are provided by Otium and/or its third-party providers. Otium does not warrant that the GenAI Features will be uninterrupted, secure, error-free, accurate, reliable, or free from bias. You may use the GenAI Features at your own risk and you are solely responsible for any decisions or actions you take based on the GenAI Features. To the extent permitted by law, Otium will not be liable for any direct, indirect, incidental, special, consequential, punitive, or similar damages arising out of or in connection with your use of the GenAI Features, including any damages arising from any bugs, errors, or inaccuracies in the Output Data.

IX. — MISCELLANEOUS LEGAL TERMS

9.1. — Binding Agreement

You agree that by registering, accessing, or using our Services, you are agreeing to enter into a legally binding contract with Otium. If you do not agree to these Terms of Use, do not register, access, or otherwise use any of our Services.

9.2. — Disclaimers

The Services and their content are provided on an "as is" and "as available" basis. You agree that your use of the Services and the content is at your sole risk. Otium and its affiliates, suppliers, partners, and agents disclaim all warranties, express or implied, regarding the Services and their content, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. Additionally, Otium does not warrant that the Services will be uninterrupted, secure, or error-free, or that any defects in the Services will be corrected. No advice or information, whether oral or written, obtained by you from Otium or through or from the Services shall create any warranty not expressly stated herein. You are solely responsible for any damage to your computer or mobile device, loss of data, or other harm that results from your use of the Services.

9.3. — Limitation of Liability

To the extent permitted by law, Otium and its affiliates, suppliers, partners, and agents will not be liable for any indirect, incidental, punitive, or consequential damages (including damages for loss of profits, goodwill, or any other intangible loss) arising from: (i) your access to, use of, or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; or (iii) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, regardless of whether Otium has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.

9.4. — Indemnification

You agree to indemnify, defend, and hold harmless Otium and its affiliates, officers, agents, and employees from and against all third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) your use of the Services; (ii) your violation of these Terms of Use; (iii) your violation of any rights of another party, including any instructors or other users; or (iv) your conduct in connection with the Services. Otium reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Otium.

9.5. — Governing Law and Jurisdiction

When these Terms of Use mention "Otium", they refer to the Otium entity as applicable based on where you reside. If you reside outside of France, you are contracting with Otium Inc., and these Terms of Use will be governed by the laws of the State of California, without reference to its conflict-of-law principles. For members who reside in the European Union, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms of Use affects your rights as a consumer to rely on such mandatory provisions of local law. You agree to resolve any disputes with Otium in accordance with Section 10 of these Terms.

9.6. — Legal Actions and Notices

To the extent permitted by law, you agree that any claim or cause of action arising from or relating to the use of our Services must commence within one (1) year after the cause of action arises. Otherwise, such cause of action is permanently barred.

9.7. — Relationship Between Us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

9.8. — No Assignment

You may not assign or transfer your rights or obligations under these Terms of Use without the prior written consent of Otium. We may assign our rights and obligations under these Terms of Use to an affiliate or in connection with an acquisition, sale, or merger.

9.9. — Recommendation Systems

Our recommendation systems suggest content based on your viewing history and preferences. You can modify your preferences in your account settings.

X. — DISPUTE RESOLUTION

This Dispute Resolution section applies only if you reside in the United States. If you reside outside of the United States, any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Services shall be resolved pursuant to Section 9.5 above.

10.1. — Dispute Resolution Overview

If an issue arises between us, we'd like to work together to find a solution. Before taking legal action, we ask that you first try to resolve the issue informally with us. Most disputes can be resolved this way.

10.2. — Mandatory Informal Dispute Resolution

Before filing a claim against Otium, you agree to first try to resolve the dispute by sending a written notice of your claim ("Notice") to correspondance@o-tium.com The Notice must describe the nature and basis of the claim or dispute and the specific relief sought. If the dispute is not resolved within 60 days after we receive your Notice, either party may then proceed with formal dispute resolution.

10.3. — Arbitration

As the sole alternative to small claims court and mandatory informal dispute resolution, we both agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Services will be resolved through final and binding arbitration, except as set forth below. Any arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended by these Terms of Use.

10.4. — General Arbitration Rules

The arbitration process will differ depending on whether your claim is subject to general arbitration rules or mass arbitration rules. In general, if there are less than 25 similar claims, the general arbitration rules will apply. The arbitration will take place in the county in which you reside or by telephone, video conference, or other remote means, as determined by the arbitrator. The arbitrator may award any relief to you that you could have received in court, including injunctive relief. The arbitrator's decision will be final and binding, except as permitted by law. The arbitrator may also award costs of arbitration, attorneys' fees, and expert witness fees if the arbitrator determines that either party's claim or defense is frivolous or without merit.

10.5. — Mass Arbitration Rules

If 25 or more claimants (each a "Claimant" and collectively "Claimants") file substantially similar arbitration demands represented by the same or coordinated counsel, these mass arbitration rules apply. For the first batch of arbitrations, up to 10 cases will proceed through arbitration. After the first batch is resolved, you and Otium will negotiate in good faith to resolve the remaining claims. If you and Otium cannot reach a settlement, the remaining Claimants may proceed with arbitration in batches of 10 at a time.

10.6. — Fees and Costs

You and Otium agree that each party is responsible for their own fees and costs associated with arbitration. Otium will pay all AAA filing, administration, and arbitrator fees for any arbitration where your total claim amount is less than $10,000.

10.7. — No Class Actions

Except as expressly provided for in this section, you agree that all claims and disputes must be brought and resolved on an individual basis and not on a class, collective, or representative basis. Only individual relief is available, and claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user.

XI. — UPDATING THESE TERMS OF USE

Otium reserves the right in its sole discretion to modify these Terms of Use at any time. If we make material changes to these Terms, we will provide notice to you by posting a notice on the Services or by other appropriate means of communication. Your continued use of the Services after the effective date of the revised Terms of Use constitutes your acceptance of the terms.

XII. — HOW TO CONTACT US

You can contact Otium to: correspondance@o-tium.com

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