Otonomii Enterprise Terms of Service
These Enterprise Terms of Service ("Terms") constitute a binding agreement between the entity identified on the applicable Order Form ("Customer") and Otonomii, Inc. ("Otonomii") governing Customer's access to and use of Otonomii's enterprise products, services, and APIs (collectively, "Services"). By executing an Order Form that references these Terms, Customer agrees to be bound by these Terms in their entirety.
These Terms, together with all Order Forms, the Data Processing Agreement, the Acceptable Use Policy, and any Service-specific terms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
A
Services
License Grant
Subject to Customer's compliance with these Terms and timely payment of applicable fees, Otonomii grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes. This right does not include the right to sublicense, resell, or distribute the Services to third parties unless explicitly authorized in a written reseller agreement.
Third-Party Features
The Services may incorporate or integrate with third-party models, tools, data sources, or services ("Third-Party Features"). Third-Party Features are subject to their respective providers' terms and conditions, which are incorporated by reference. Otonomii does not warrant the availability, accuracy, or fitness of Third-Party Features and is not liable for any loss arising from their use, modification, or discontinuation by their providers.
Feedback
If Customer provides Otonomii with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants Otonomii a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable right to use, reproduce, modify, and incorporate such Feedback into the Services and any other Otonomii products or services without obligation or compensation to Customer. Feedback does not include Customer Content.
B
Customer Content
Input Rights
Customer retains all right, title, and interest in and to the data, documents, prompts, and other content that Customer submits to the Services ("Inputs"). Otonomii acquires no ownership rights in Customer Inputs by virtue of this agreement or Customer's use of the Services.
Output Rights
To the extent permitted by applicable law, Otonomii hereby assigns to Customer all right, title, and interest in and to the content generated by the Services in response to Customer Inputs ("Outputs"). Customer acknowledges that due to the nature of AI systems, Outputs may not be unique and substantially similar Outputs may be generated for other customers from different Inputs.
No Model Training
Otonomii will not use Customer Content (Inputs or Outputs) to train, fine-tune, or improve Otonomii's general-purpose AI models. This prohibition extends to all forms of model training, including supervised fine-tuning, reinforcement learning from human feedback, distillation, and transfer learning. Customer Content may be temporarily processed in memory during inference but is not persisted for training purposes. This commitment is auditable upon request.
C
Data Privacy
Data Processing Agreement
The Data Processing Agreement ("DPA") at otonomii.com/legal/dpa is incorporated into these Terms by reference and governs Otonomii's processing of personal data on behalf of Customer. In the event of conflict between the DPA and these Terms, the DPA prevails with respect to data protection matters.
Processing Scope
Otonomii will process Customer personal data solely in accordance with Customer's documented instructions as set forth in the DPA and applicable data protection laws. Otonomii will not process Customer personal data for any purpose other than providing the Services unless required by applicable law, in which case Otonomii will inform Customer of such legal requirement before processing (unless prohibited by law from doing so).
D
Trust and Safety
Compliance Obligations
Customer shall comply with all applicable laws, the Acceptable Use Policy ("AUP") at otonomii.com/legal/aup, the Supported Regions list, and any Service-specific terms. Customer is responsible for ensuring that its employees, contractors, and authorized users comply with these obligations.
Restrictions
Customer shall not: (a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or model weights of the Services; (b) use the Services to develop products or services that compete with Otonomii; (c) resell, sublicense, or redistribute access to the Services without Otonomii's prior written approval; (d) circumvent or attempt to circumvent usage limits, rate limits, or access controls; (e) use automated tools to systematically extract or scrape data from the Services beyond normal API usage; (f) remove, alter, or obscure any proprietary notices or branding in the Services.
Output Suitability
Customer acknowledges that AI-generated Outputs may be inaccurate, incomplete, or unsuitable for Customer's intended purpose. Customer is solely responsible for evaluating the accuracy, completeness, reliability, and fitness of Outputs before relying on them for any purpose. Otonomii does not warrant that Outputs will be error-free, accurate, or appropriate for any particular use case.
E
Confidentiality
Confidential Information
Customer Content constitutes Customer's Confidential Information. Otonomii will protect Customer's Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to Confidential Information; (d) is rightfully received from a third party without restriction.
Protection Standard
Otonomii will implement industry-standard administrative, technical, and physical safeguards to protect Customer Confidential Information from unauthorized access, disclosure, alteration, and destruction. These safeguards include encryption at rest and in transit, access controls, audit logging, and personnel security measures as described in the Security Documentation.
Destruction
Upon Customer's written request or upon termination of the agreement, Otonomii will destroy or return Customer's Confidential Information within 30 days. Destruction will be confirmed in writing and will include all copies, backups, and derivative works. Retention of Confidential Information beyond 30 days is permitted only as required by applicable law, in which case the confidentiality obligations survive until destruction.
F
Intellectual Property
No Implied Grants
Nothing in these Terms grants either party any right, title, or interest in the other party's intellectual property except as expressly stated. All rights not expressly granted are reserved.
Otonomii Platform Rights
Otonomii retains all right, title, and interest in and to the Services, including all software, algorithms, models, architectures, interfaces, documentation, trade secrets, and other intellectual property embodied in or related to the Services. Customer's use of the Services does not convey any ownership interest in the underlying platform, technology, or intellectual property.
G
Publicity
Logo Usage
Otonomii may use Customer's name and logo on its website, marketing materials, and customer lists to identify Customer as a user of the Services. Such use will be in accordance with Customer's published brand guidelines where available.
Opt-Out
Customer may opt out of publicity use at any time by providing written notice to Otonomii. Upon receipt of opt-out notice, Otonomii will remove Customer's name and logo from marketing materials within 30 days. This opt-out does not affect any existing jointly approved case studies, press releases, or other marketing materials previously authorized in writing by Customer.
H
Fees and Payment
Pricing
Customer shall pay all fees as set forth in the applicable Order Form or pricing schedule. Fees are based on the pricing in effect at the time of the Order Form execution. Otonomii may modify its pricing schedule at any time, but changes will not affect existing Order Forms during their current term.
Price Changes
Otonomii will provide Customer with at least 30 days written notice before any price increase takes effect for renewal terms. If Customer does not agree to a price increase, Customer may terminate the affected Services at the end of the current term by providing written notice before the renewal date.
Taxes
All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and governmental assessments (excluding taxes on Otonomii's net income). If Otonomii is required to collect taxes, they will be added to the invoice. Customer will provide valid tax exemption certificates where applicable.
I
Termination
Termination for Convenience
Either party may terminate these Terms or any Order Form by providing 30 days written notice to the other party. Upon termination for convenience by Customer, fees for the remainder of any prepaid term are non-refundable. Upon termination for convenience by Otonomii, Otonomii will refund the pro-rata portion of prepaid fees for the unused remainder of the term.
Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party commits a material breach and fails to cure such breach within 30 days after receiving written notice specifying the breach. Material breach includes, but is not limited to, failure to pay fees, violation of the AUP, unauthorized use of intellectual property, and breach of confidentiality obligations.
Immediate Termination
Otonomii may terminate Customer's access to the Services immediately, without the 30-day cure period, if Customer's use of the Services constitutes illegal activity, poses an imminent risk to the security or integrity of the Services or other customers' data, or violates prohibitions in the AUP related to harm to persons.
Suspension
Otonomii may suspend Customer's access to all or part of the Services if: (a) Otonomii reasonably believes that Customer's use poses a security risk or may adversely affect the Services or other customers; (b) Customer is in breach of these Terms or the AUP; (c) suspension is required by applicable law or government order. Otonomii will provide advance notice of suspension where practicable and will restore access promptly once the issue is resolved.
J
Disputes
Informal Resolution
Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally for a period of 45 days. Either party may initiate informal resolution by sending written notice describing the dispute to the other party. During this period, the parties will engage in good-faith negotiations, including at least one meeting (in person or video) between representatives with authority to resolve the dispute.
Binding Arbitration
If informal resolution fails, any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules. The arbitration will be conducted in English and the award will be final and binding.
Jury Trial and Class Action Waiver
EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Claims may only be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
Jurisdiction
For customers domiciled in the European Economic Area or the United Kingdom, disputes will be subject to the exclusive jurisdiction of the courts of Dublin, Ireland. For all other customers, disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, United States.
K
Indemnification
Otonomii Indemnification
Otonomii will defend Customer against any third-party claim alleging that Customer's authorized use of the Services infringes such third party's intellectual property rights ("IP Claim"), and will indemnify Customer against any damages finally awarded or settlement amounts approved by Otonomii. Otonomii's obligations do not apply to the extent an IP Claim arises from: (a) Customer's modification of the Services; (b) combination of the Services with non-Otonomii products; (c) use of the Services in violation of these Terms; (d) Customer Content.
Customer Indemnification
Customer will defend Otonomii against any third-party claim arising from: (a) Customer Inputs or the use of Outputs; (b) Customer's violation of the AUP; (c) Customer's violation of applicable law. Customer will indemnify Otonomii against any damages finally awarded or settlement amounts approved by Customer.
L
Warranties and Liability
Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OTONOMII DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. OTONOMII DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION.
Liability Cap
OTONOMII'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO OTONOMII DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap applies to all claims in the aggregate, whether in contract, tort, or otherwise.
Consequential Damages Exclusion
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion does not apply to: (a) Customer's breach of the AUP; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) willful misconduct or fraud.
M
Miscellaneous
Electronic Notices
All notices under these Terms may be delivered electronically. Notices to Customer will be sent to the email address associated with the Customer's account or as specified in the Order Form. Notices to Otonomii will be sent to legal@otonomii.com. Notices are deemed received upon delivery for email and upon posting for in-product notifications.
Amendments
Otonomii may amend these Terms by providing at least 30 days written notice to Customer. If Customer does not agree to the amendment, Customer may terminate the affected Services before the amendment takes effect. Continued use of the Services after the amendment effective date constitutes acceptance. Amendments to Order Forms require mutual written agreement.
Assignment
Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.
Governing Law
For customers domiciled in the European Economic Area or the United Kingdom, these Terms are governed by the laws of Ireland, without regard to conflict of law principles. For all other customers, these Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
Export Controls
Customer acknowledges that the Services may be subject to export control and sanctions laws and regulations of the United States and other jurisdictions. Customer shall not use, export, re-export, or transfer the Services in violation of any applicable export control laws or sanctions programs. Customer represents that it is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive US sanctions.
Force Majeure
Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, government actions, internet or utility failures, or third-party service provider outages. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.
