Terms of Use

1. Who we are and what these terms cover

These Terms of Use (the "Terms") are a binding agreement between Ottonomous Technologies Inc ("Ottonomous", "we", "us") and the person or business ("you", "Customer") using the ottonomous.ai website (the "Site") or the Ottonomous platform, apps, APIs, and related services (together with the Site, the "Services").

By visiting the Site, creating an account, or using the Services, you agree to these Terms and to the policies they incorporate: our Privacy Policy, Acceptable Use Policy, Messaging Terms, and Cookie Policy. If you are accepting on behalf of a company, you confirm that you have authority to bind that company, and "you" means the company.

If you have a separately signed agreement with us (an "Order" or "Master Agreement"), that agreement controls where it conflicts with these Terms.

2. Eligibility and accounts

The Services are built for businesses and are not directed to consumers or to anyone under 18. To create an account you must be at least 18 and using the Services for business purposes.

A Customer account is organized around a business (a "Store") and one or more physical or billed locations ("Locations"). The person who creates the Store is its first administrator. Administrators may invite employees and contractors ("Users") and control what each User can access. You are responsible for every User you invite, for keeping credentials confidential, and for all activity under your account. Tell us promptly at [email protected] if you believe an account has been compromised.

Each User may connect their own personal or work accounts with third-party services to their Ottonomous profile. Those connections belong to the User who made them and can be removed by that User at any time. See Section 5.

3. Subscriptions, billing, and taxes

Per-location pricing. Fees are billed per Location. Each Location may have a base subscription plus optional modules (for example, managed website, paid media, reviews, or premium apps). Current pricing is shown on the Site or in your Order.

Billing cycle and renewal. Subscriptions renew automatically at the end of each billing period unless you cancel before the renewal date. We bill through our payment processor, Stripe; by providing a payment method you authorize us to charge it for recurring fees, usage-based fees, and applicable taxes.

Usage-based fees. Some features carry usage fees (for example, outbound messages, phone minutes, media generation, or third-party research). Usage rates are shown in the platform before you enable the feature and are billed in arrears.

Cancellation and refunds. You can cancel a Location's subscription at any time from Settings. Cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law or stated in your Order.

Price changes. We may change prices with at least 30 days' notice by email or in the platform. Changes apply at your next renewal.

Taxes. Fees exclude sales, use, VAT, GST, and similar taxes. You are responsible for any such taxes other than taxes on our income.

Late payment. If a payment fails, we may retry it, suspend the affected Location after notice, and charge reasonable collection costs.

4. Your content and your customers' data

You own your content. Everything you upload, connect, or create with the Services, including knowledge documents, inventory data, conversations, media, website content, and reports ("Customer Content"), belongs to you. You grant us a worldwide, non-exclusive license to host, process, transmit, display, and modify Customer Content solely to provide, secure, and improve the Services for you, and as otherwise permitted in our Privacy Policy.

Your customers' data. Customer Content includes personal information about your customers, leads, and contacts ("End Customer Data"). As between you and us, you are the controller or business and we are the processor or service provider for End Customer Data. You are responsible for having a lawful basis to collect it, for the notices you give your customers, and for honoring their privacy requests. We process End Customer Data only on your documented instructions, as described in our Privacy Policy, and under our Data Processing Addendum when one applies.

Your responsibility for accuracy. Vehicle descriptions, pricing, availability, offers, and disclosures published through the Services are yours. You must review them for accuracy and compliance with advertising, consumer protection, and manufacturer requirements that apply to you.

5. Connected accounts and third-party services

The Services let a Store or a User connect third-party accounts and data sources, such as Google, Meta (Facebook and Instagram), Twilio-powered phone numbers, dealer management systems, CRMs, inventory feeds, and payment or advertising accounts ("Connected Services").

• Your authorization. We access a Connected Service only with the permissions you grant during connection and only to perform the features you use. You can revoke access at any time in Ottonomous Settings or at the third party.
• Their terms apply. Your use of a Connected Service is governed by that provider's terms, and you are responsible for complying with them, including the Google API Services User Data Policy and the Meta Platform Terms. Our handling of data from Google and Meta is described in the Privacy Policy.
• No control over third parties. We do not control Connected Services and are not responsible for their availability, changes to their APIs, or their handling of your data. If a provider suspends or changes access, the related features may stop working.
• Fees and policies of others. Charges from Connected Services (ad spend, carrier fees, DMS fees) are between you and that provider.

6. AI features

The Services use artificial intelligence, including large language models and media generation models from third-party providers, to power assistants, routines, recommendations, generated text, images, video, and audio, and automated actions ("AI Features"). You understand and agree that:

• Outputs can be wrong. AI outputs may be inaccurate, incomplete, out of date, or inappropriate for a given situation. You are responsible for reviewing outputs before relying on or publishing them, and for any decision made with their help.
• Autonomy is your setting. The platform lets you choose, per Location and per type of work, whether AI proposes actions for human approval or performs them within limits you set. You are responsible for those settings, for the guardrails you configure, and for the results of actions performed within them. We recommend keeping human review on for anything customer-facing until you are confident in the output.
• Generated media. Media generated for you is yours to use, subject to the rights of any third-party inputs you provided and to the terms of the model providers involved. Generated media may resemble media generated for others. You must not use AI Features to misrepresent a vehicle's condition, features, or price, or to create content that violates our Acceptable Use Policy.
• Human-in-the-loop for regulated content. Content that is subject to advertising, lending, privacy, or manufacturer rules must be reviewed by a person you designate before it is published or sent.
• No training on your data. We do not use Customer Content or End Customer Data to train generalized AI models, and our model providers are contractually prohibited from doing so. See the Privacy Policy for details.

7. Messaging, calls, and communications

The Services let you send and receive text messages, emails, and phone calls with your customers, and to automate parts of that communication. When you use these features you agree to our Messaging Terms and you are solely responsible for:

• obtaining and documenting the consent required by the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, CTIA and carrier guidelines, and applicable state laws before contacting anyone;
• honoring opt-outs immediately and never contacting someone who has asked you to stop;
• giving any call-recording notice required in your jurisdiction and in the recipient's jurisdiction;
• the content of every message and call, including messages composed or sent by AI Features under your settings; and
• registering your business and messaging campaigns with carriers where required (for example, A2P 10DLC or toll-free verification), which we facilitate through our messaging provider.

We may suspend messaging features for a Store or Location without prior notice if we receive carrier complaints, unusual opt-out or spam rates, or a legal demand, and we will tell you why as soon as we reasonably can.

8. Acceptable use

You must use the Services in accordance with our Acceptable Use Policy, which is part of these Terms. In short: no illegal, deceptive, harmful, or abusive use; no contacting people without consent; no attempting to break, overload, or reverse engineer the Services; and no using the Services to build a competing product.

9. Intellectual property

Ours. The Services, including software, models we build, designs, documentation, routine templates we publish, and our name and logos, are owned by Ottonomous and our licensors and are protected by intellectual property laws. Except for the rights expressly granted in these Terms, we reserve all rights. You may not copy, modify, distribute, sell, or lease any part of the Services, or reverse engineer or attempt to extract source code, except where the law allows it despite this restriction.

Yours. Your names, logos, and trademarks belong to you. You grant us permission to display them within the Services to provide them to you. We will not use your name or logo in marketing without your permission.

Feedback. If you send us ideas or suggestions, we may use them without obligation to you.

Websites we host. If we host a website for you, you own its content and domain. We own the underlying templates, components, and platform code, and grant you a license to use them as part of your site for as long as you subscribe.

10. Confidentiality

Each of us may receive non-public information from the other in connection with the Services ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations, or as required by law with notice where permitted. Confidential Information does not include information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully obtained from a third party.

11. Privacy

Our Privacy Policy explains what personal information we collect, how we use it, and the choices you have. It is incorporated into these Terms.

12. Warranties and disclaimers

We warrant that the Services will perform materially as described in our documentation. Your exclusive remedy for a breach of this warranty is for us to correct the problem or, if we cannot, to refund prepaid fees for the affected period.

Except as stated above, the Services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Services or AI outputs will be accurate, uninterrupted, error-free, or produce any particular business result. Connected Services and AI model providers are outside our control and we make no warranty about them.

13. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunities, arising out of or related to these Terms, even if advised of the possibility.

Each party's total liability arising out of or related to these Terms will not exceed the fees you paid to us in the 12 months before the event giving rise to the claim.

These limits do not apply to a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot be limited by law.

14. Indemnification

You will defend and indemnify Ottonomous and its officers, employees, and contractors against third-party claims, and the resulting damages, costs, and reasonable attorneys' fees, to the extent arising from Customer Content, End Customer Data, your use of Connected Services, your messaging and calling activity, your advertising and vehicle disclosures, or your breach of these Terms or applicable law.

We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used as permitted, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret. This does not cover claims arising from Customer Content, Connected Services, AI outputs you chose to publish, modifications not made by us, or use in violation of these Terms. If such a claim arises, we may modify the Services, obtain a license, or terminate the affected feature and refund prepaid fees for it.

The indemnified party must promptly notify the other, give it control of the defense and settlement, and cooperate at the indemnifying party's expense.

15. Term, suspension, and termination

These Terms apply while you use the Services. You may stop using the Site at any time and may cancel subscriptions as described in Section 3.

We may suspend or terminate access if you materially breach these Terms and do not cure within 15 days of notice, if you fail to pay, if required by law or a Connected Service provider, or if your use creates a security, legal, or carrier compliance risk. We will give notice where practical.

After termination. You can export Customer Content from the platform for 30 days after a subscription ends. After that we will delete or de-identify Customer Content within 90 days, except backups that are overwritten on a rolling schedule and records we must keep for legal, tax, or security reasons. Sections that by their nature should survive (including 4, 9, 10, 12, 13, 14, 16, and 18) survive termination.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. Any dispute that cannot be resolved informally will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court to protect its intellectual property or Confidential Information. Each party waives any right to a jury trial and agrees that disputes will be resolved individually, not as a class or representative action.

Before filing a claim, you agree to email [email protected] with a description of the dispute and to work with us in good faith for 30 days to resolve it.

17. Changes to these terms

We may update these Terms as the Services evolve. If a change is material, we will notify account administrators by email or in the platform at least 30 days before it takes effect, and we will update the date at the top of this page. Continued use after the effective date means you accept the change. If you don't, you may cancel before it takes effect.

18. General

• Notices. We send notices to the administrator email on your account. You send notices to [email protected] and to our mailing address below.
• Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all your assets, with notice. We may assign them to an affiliate or successor.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including carrier or Connected Service outages.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.
• Export and sanctions. You will comply with United States export control and sanctions laws in using the Services.
• Entire agreement. These Terms, the incorporated policies, and any Order are the entire agreement about the Services and supersede prior discussions. If a provision is unenforceable, the rest remain in effect. A waiver must be in writing.

19. Contact

Email: [email protected]