Key Highlights
Customer owns all Outputs. Otonomii claims no intellectual property rights over content generated by the Services. No model training on Customer Content. Your data is never used to train, improve or develop Otonomii's models. Liability capped at 12 months of fees. Aggregate liability for either party does not exceed fees paid in the 12 months preceding the claim.
A
Definitions
Key terms including Customer, Services, Outputs, Customer Content and Confidential Information as used throughout this agreement.
B
Access and Use Rights
Customer receives a non-exclusive, non-transferable license to access and use the Services during the subscription term for internal business purposes.
C
Customer Content and Outputs
Customer retains all rights to Customer Content. Outputs generated by the Services are owned by the Customer. Otonomii claims no ownership over Outputs.
D
Data Processing and Privacy
Customer Content is processed solely to provide the Services. Otonomii does not use Customer Content to train, improve or develop its models.
E
Security and Compliance
Otonomii maintains industry-standard security controls, including encryption at rest and in transit, SOC 2 Type II certification, and regular third-party audits.
F
Service Levels
Otonomii commits to 99.9% monthly uptime. Downtime credits are issued automatically when SLA thresholds are not met.
G
Fees and Payment
Fees are invoiced in advance per the applicable Order Form. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.
H
Confidentiality
Both parties agree to protect Confidential Information with the same degree of care used for their own confidential materials and no less than reasonable care.
I
Warranties and Disclaimers
Otonomii warrants that Services will materially conform to documentation. Except as stated, Services are provided as-is without additional warranties.
J
Limitation of Liability
Neither party's aggregate liability exceeds the total fees paid or payable in the 12 months preceding the claim. Excludes willful misconduct and indemnification obligations.
K
Indemnification
Otonomii indemnifies Customer against third-party IP infringement claims. Customer indemnifies Otonomii against claims arising from Customer Content.
L
Term and Termination
Initial term as specified in the Order Form, with automatic annual renewal. Either party may terminate for material breach with 30 days' written notice.
M
General Provisions
Governing law, dispute resolution, force majeure, assignment restrictions and the entire agreement terms. Amendments require written consent of both parties.
