Definitions

For the purposes of these Terms and Conditions:

● Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of fifty percent (50%) or more of the equity interests or voting securities.

● Company (referred to as “the Company,” “GoMotto,” “We,” “Us,” or “Our”) refers to Otto Systems, Inc., doing business as GoMotto.

● Service(s) refers to the GoMotto application, website, platform, and related services, including recording, transcription, analytics, and integrations.

● Terms and Conditions (or “Terms”) mean this agreement, which constitutes the entire agreement between You and the Company regarding use of the Service.

● You means the individual accessing or using the Service, or the company or legal entity on whose behalf such individual is accessing or using the Service.

Acknowledgment

These Terms govern Your use of the Service and constitute a legally binding agreement between You and the Company.

Your access to, purchase of, or use of the Service is conditioned upon Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, Customers, and others who access or use the Service.

By accessing, purchasing, or using the Service, You agree to be bound by these Terms. If You do not agree with any part of these Terms, You may not access or use the Service.

Your use of the Service is also conditioned upon Your acceptance of the Company’s Privacy Policy, which describes how We collect, use, and protect Personal Data. Please review the Privacy Policy carefully before using the Service.

Responsibility and Acceptable Use

You represent, warrant, and agree that Your use of the Service:

● Will be in strict accordance with these Terms

● Will comply with all applicable laws, regulations, and industry rules

● Will not be used for unlawful purposes or illegal activities

● Will not infringe, misappropriate, or violate intellectual property rights

● Will not improperly disclose personal data of others

● Will not introduce malware, spyware, adware, or malicious code

● Will not involve reverse engineering, decompiling, or attempting to derive source code except as permitted by law

● Will not involve renting, leasing, selling, sublicensing, or reselling the Service or related data without written consent

● Will not imply Company endorsement of third-party websites or services

You are solely responsible for all data, content, voice recordings, transcripts, information, and materials that You collect, upload, transmit, store, or process through the Service.

Call Recording and Transcription Responsibility

The Service may include features that enable recording, transcription, analysis, storage, and review of voice communications.

You acknowledge and agree that:

● All recording and transcription features are configured, initiated, and controlled by You

● GoMotto processes recordings and transcripts solely on Your instruction

● GoMotto does not determine the legality of recording or transcription in any jurisdiction

You are solely responsible for:

● Determining whether recording or transcription is lawful

● Providing required notices and disclosures

● Obtaining legally required consent (including in two-party consent jurisdictions)

● Ensuring compliance with employment, consumer, and privacy laws

GoMotto does not monitor or enforce Your compliance with recording laws.

Fees, Payment, and Renewal

a. Subscription Billing

The Service is provided on a subscription basis. Fees are billed in advance on the renewal interval selected (monthly, annual, or otherwise) and will automatically renew unless canceled by contacting support.

b. Additional Licenses

If You add additional licenses during an active subscription term, You agree to pay the applicable pro-rated fees for the remainder of the term prior to activation.

c. Taxes

Fees do not include applicable taxes. You are responsible for all applicable taxes associated with Your use of the Service. If We are required to collect or remit taxes, You authorize Us to do so.

d. Payment Failure

If payment fails, is reversed, is late, or is suspected to be fraudulent, We may suspend or terminate access to the Service without notice.

Feedback

If You provide feedback, ideas, or suggestions regarding the Service, You grant the Company a non-exclusive, irrevocable, royalty-free right to use such feedback without restriction or compensation.

Intellectual Property

You retain ownership of Your data.

Subject to compliance with these Terms, You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Your internal business purposes.

Nothing in these Terms grants You rights to Company trademarks, logos, or proprietary technology.

Data Use Restrictions

GoMotto does not:

● Sell Customer data

● Monetize Customer conversations or insights

● Use Customer data for advertising or ad targeting

● Train generalized or third-party AI models on Customer recordings or transcripts

Customer data is processed solely to provide the contracted Service.

Termination

Customers may terminate their subscription upon expiration of the applicable contract term, unless otherwise specified in a written agreement.

The Company may terminate or suspend the Service in the event of a material breach, subject to notice and a reasonable opportunity to cure where applicable.

Unless terminated in accordance with these Terms, GoMotto will continue providing the Service for the duration of an active subscription term.

Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS.

Jurisdiction and Governing Law

These Terms are governed by the laws of the State of New York, excluding conflict of law principles.

Arbitration Agreement

Except for claims involving injunctive relief or intellectual property, disputes shall be resolved by binding arbitration under JAMS Comprehensive Arbitration Rules.

Arbitration shall take place in New York, New York, in English. The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for:

● Indirect, incidental, special, consequential, or punitive damages

● Loss of data, business interruption, or substitute services

● Liability exceeding the fees paid in the twelve (12) months preceding the claim

Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents from any claims arising out of Your use of the Service or violation of these Terms.

Translation

These Terms were written in English. In the event of a conflict, the English version controls.

Changes to These Terms

We may update these Terms from time to time. Changes will be posted with an updated “Last Updated” date. Continued use of the Service constitutes acceptance of the revised Terms.

Miscellaneous

These Terms constitute the entire agreement between You and the Company regarding the Service. If any provision is unenforceable, the remainder remains in effect.

The Company may assign these Terms without restriction. You may not assign without prior written consent.

Contact Us

If You have questions about these Terms and Conditions, contact:

Email: contact@gomotto.com