1. Definitions and Acceptance of Terms

1.1 Definitions

"Company," "GoMotto," or "We" refers to Otto Systems, Inc., a Delaware corporation doing business as GoMotto, including its subsidiaries and affiliates (including Duo IQ Labs, LLC).

"Service" refers to GoMotto's AI-powered revenue operating system, including the web-based platform, mobile applications, AI voice and text agents, CSR Coaching Engine, Call and Text Analysis, AI Follow-Up Agent, Geofenced Field Recording, Executive Dashboard, Smart Activation Engine, Rep Profile Cards, and all related products, features, tools, APIs, and documentation provided by GoMotto.

"User," "You," or "Your" refers to the individual or entity accessing or using the Service, including the subscribing business ("Customer") and its authorized employees, contractors, and representatives ("Authorized Users").

"Account" refers to a registered user's access credentials and associated profile within the Service.

"Customer Content" refers to all data, content, recordings, transcripts, and materials uploaded to, generated through, or transmitted via the Service by or on behalf of a Customer.

"End User" refers to any individual (such as a homeowner, property manager, or other consumer) who interacts with GoMotto's AI agents or features through their relationship with a Customer.

"Order Form" refers to the ordering document, subscription agreement, or online order specifying the Services purchased, fees, subscription term, and other commercial terms, which is incorporated into and made part of this Agreement.

"AI Agent" refers to GoMotto's artificial intelligence-powered voice and text communication agents that interact with End Users on behalf of Customers.

"Third-Party AI Provider" refers to any external artificial intelligence or large language model provider whose services are used by GoMotto to power AI Agent functionality, call and text analysis, coaching features, or related capabilities.

1.2 Acceptance of Terms

By creating an Account, clicking "I Accept," installing the mobile application, or otherwise accessing or using the Service, You accept these Terms and agree to comply with all applicable laws and regulations. These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between You and GoMotto regarding the Service (the "Agreement").

GoMotto reserves the right to amend these Terms at any time by posting revised Terms on our website or within the Service. Material changes will be communicated to You via email or in-app notification at least 30 days prior to taking effect. Your continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If You do not agree to the revised Terms, You must discontinue use of the Service before the changes take effect.

2. Acknowledgment

These Terms govern Your use of the GoMotto Service and establish the agreement between You and Otto Systems, Inc. Access to the Service is conditioned upon Your acceptance of these Terms, as well as GoMotto's Privacy Policy, which details how we collect, use, and disclose personal information. Please review these policies carefully before using the Service.

The Service is designed for use by home service businesses, including but not limited to roofing, HVAC, plumbing, electrical, and multi-trade companies. You represent and warrant that You will use the Service only for lawful business purposes within the scope of the Service's intended use.

3. Data Security and Privacy

GoMotto employs industry-standard security measures to protect Your data. All Customer data will be stored on servers located in the United States.

3.1 Data Protection

GoMotto implements physical, administrative, and technical safeguards designed to prevent unauthorized access, use, alteration, or disclosure of Your content. These measures include, without limitation, encryption of data in transit and at rest, role-based access controls, multi-factor authentication, regular security assessments, and employee training on data protection practices.

3.2 Notification of Unauthorized Access

GoMotto will notify You of any unauthorized access to Your content within 72 hours of GoMotto becoming aware of such access, including reasonable details of the breach, the types of data affected, and the steps taken or proposed to address the incident and mitigate potential harm.

3.3 Permitted Use of Content

GoMotto will access or process Your content only as necessary to: (a) provide, maintain, and improve the Service; (b) comply with applicable legal obligations; (c) respond to Your support requests; or (d) as otherwise directed by You in writing.

3.4 Data Processing

To the extent GoMotto processes personal data on behalf of Customer, GoMotto acts as a service provider (as defined under the CCPA) and a data processor (as defined under the GDPR). GoMotto will process personal data only in accordance with Customer's documented instructions and applicable law.

3.5 Third-Party AI Data Sharing

The Service utilizes Third-Party AI Providers to deliver AI-powered features, including AI voice agents, text agents, call and text analysis, CSR coaching, and related functionality. In connection with these features, certain Customer Content and personal information (including call recordings, transcripts, text communications, and related metadata) may be transmitted to and processed by Third-Party AI Providers.

GoMotto will obtain explicit, informed consent from Users through a dedicated in-app consent prompt before transmitting any personal information to Third-Party AI Providers. This consent is separate from and not bundled with acceptance of these Terms, account creation, or any other consent flow. Users may revoke consent at any time through the app's Settings > Privacy > AI Data Sharing. Revoking consent will disable AI-powered features but will not affect access to non-AI features of the Service.

GoMotto contractually requires all Third-Party AI Providers to: (a) process personal information only for the purposes of providing services to GoMotto; (b) maintain confidentiality and security protections equivalent to those described in GoMotto's Privacy Policy; and (c) refrain from using personal information for their own training, marketing, or other purposes unrelated to providing services to GoMotto.

4. Customer Responsibilities

4.1 Compliance with Laws

Customer is responsible for ensuring that its use and that of its Authorized Users complies with this Agreement and all applicable local, state, federal, and international laws and regulations. Customer warrants that: (a) it holds all necessary rights in any content it uploads or transmits via the Service ("Customer Content") to allow GoMotto to process, store, and display such content as contemplated by this Agreement; and (b) the Customer Content and GoMotto's processing of it will not violate any laws or infringe on any third-party rights, including intellectual property, privacy, and publicity rights.

4.2 Prohibited Content and Use

Customer will not, and will ensure its Authorized Users and End Users do not, use the Service for any purpose that:

(i) Is unlawful, fraudulent, defamatory, obscene, threatening, harassing, or that incites hate, terrorism, or any similar offense

(ii) Infringes the intellectual property, privacy, publicity, or other proprietary rights of any third party

(iii) Violates any applicable laws, treaties, or regulations, including but not limited to TCPA, CAN-SPAM, state telemarketing laws, and recording consent laws

(iv) Encourages any third party to engage in any of the foregoing prohibited activities

(v) Misrepresents the identity of the caller or the purpose of a communication made through the Service

4.3 Restricted Actions

Customer agrees not to, and will ensure its Authorized Users do not:

(vi) Use the Service for non-business or abusive purposes, including but not limited to spam, unsolicited marketing, or robocalling

(vii) Resell, sublicense, lease, lend, or transfer Customer's rights under this Agreement to any third party without GoMotto's prior written consent

(viii) Modify, obscure, or remove GoMotto's branding, trademarks, or proprietary notices from the Service

(ix) Make the Service or Customer Content available to anyone outside of Customer's authorized employees and contractors with a legitimate need to access the Service

(x) Restrict or inhibit other users' access to or use of the Service

(xi) Access or attempt to access GoMotto's systems, networks, or data outside of the authorized Service, including through scraping, crawling, or unauthorized API access

(xii) Attempt to reverse engineer, decompile, disassemble, or extract source code, algorithms, or technical processes from the Service

(xiii) Use the Service to build a competing product or service, or to benchmark the Service for competitive purposes

(xiv) Introduce any malicious code, viruses, or other harmful technology into the Service

(xv) Use the Service in a manner that could damage, disable, overburden, or impair GoMotto's servers or networks

4.4 Competitive Access Restriction

Customer may not access or use the Service if Customer is a direct competitor of GoMotto, or for the purposes of monitoring the Service's availability, performance, features, or functionality, or for benchmarking, competitive analysis, or any other competitive purpose, without GoMotto's prior written consent.

4.5 AI Agents and Communications

(a) Customer Direction

Customer authorizes GoMotto to deploy AI Agents and initiate communications (including voice calls, SMS/text messages, email, and recordings) with Customer's End Users solely at Customer's direction and on Customer's behalf. Customer acknowledges that GoMotto's AI Agents act as an extension of Customer's business, and that Customer, not GoMotto, is the initiating party for all such communications.

(b) Customer Responsibility

Customer is solely responsible for:

(xvi) Obtaining all consents required under the Telephone Consumer Protection Act (TCPA), state telemarketing and do-not-call laws, call and field recording consent laws (including one-party and two-party consent jurisdictions), CAN-SPAM Act, and all other applicable federal, state, and local laws and regulations, prior to directing GoMotto to initiate any communication or recording

(xvii) Maintaining accurate and current records of all consents obtained from End Users

(xviii) Honoring all opt-out, do-not-call, and do-not-text requests promptly and in accordance with applicable law

(xix) Ensuring that all communications made through the Service, including the content, timing, and frequency thereof, comply with all applicable laws and regulations

(xx) Providing appropriate disclosures to End Users regarding the use of AI-powered agents and automated communications, including recording disclosures where required

(c) AI Disclosure to End Users

Customer acknowledges that GoMotto's AI Agents are powered by artificial intelligence and that communications handled by AI Agents are automated. Customer is responsible for providing appropriate disclosures to End Users that they may be communicating with an AI-powered system, as required by applicable law and industry best practices.

(d) No Verification by GoMotto

GoMotto does not independently verify Customer's consent records or legal compliance. GoMotto relies entirely on Customer's representations and warranties regarding consent and compliance. GoMotto assumes no responsibility or liability for Customer's failure to obtain necessary consents or to comply with applicable laws.

(e) Suspension for Violations

GoMotto may immediately suspend Customer's access to the Service, in whole or in part, without prior notice if GoMotto reasonably believes that: (i) Customer is violating applicable laws or this Agreement in connection with its use of AI Agents or communications features; (ii) GoMotto receives complaints, cease-and-desist demands, or regulatory inquiries related to Customer's communications; or (iii) continued provision of the Service to Customer may expose GoMotto to legal liability or reputational harm. GoMotto will use commercially reasonable efforts to notify Customer promptly of any such suspension and the reasons therefor.

4.6 Account Security

Customer is responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. Customer must immediately notify GoMotto of any unauthorized use of its Account or any other breach of security. GoMotto will not be liable for any loss or damage arising from Customer's failure to safeguard its Account credentials.

5. Fees, Payment, and Renewal

5.1 Subscription Fees

The Service is provided on a subscription basis. All fees are specified in the applicable Order Form and are due according to the payment terms set forth therein. Unless otherwise stated in the Order Form, all fees are quoted in U.S. dollars, are non-cancellable during the subscription term, and are non-refundable except as expressly outlined in this Agreement. GoMotto reserves the right to adjust pricing upon renewal, provided that GoMotto gives Customer at least 30 days' written notice prior to the renewal date.

5.2 Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, and other taxes related to its use of the Service, excluding taxes based solely on GoMotto's net income. If GoMotto is required to collect or remit taxes on Customer's behalf, such taxes will be invoiced to Customer.

5.3 Late Payments

Any amounts not paid when due will bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer is responsible for all reasonable costs of collection, including attorneys' fees, incurred by GoMotto in connection with collecting overdue amounts.

5.4 Automatic Renewal

Subscriptions will automatically renew for successive periods equal to the initial subscription term (or one year, whichever is shorter) unless Customer provides written notice of cancellation to GoMotto at least 30 days prior to the renewal date. Renewal fees are due on the renewal date and are based on the then-current pricing unless otherwise agreed in writing.

6. Intellectual Property Rights

6.1 GoMotto's Proprietary Rights

All components of the Service, including but not limited to the software, algorithms, AI models, user interface, design, trademarks, service marks, trade names, logos, documentation, and all content provided by GoMotto, are the exclusive property of Otto Systems, Inc. or its licensors and are protected by applicable intellectual property laws. Except for Customer Content, all rights in and to the Service are reserved to GoMotto. Customer is granted only a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term solely for Customer's internal business purposes and in accordance with this Agreement.

6.2 Customer Content

Customer retains all right, title, and interest in and to Customer Content, including all call recordings, field recordings, transcripts, and data uploaded to or generated through the Service. By using the Service, Customer grants GoMotto a non-exclusive, worldwide, royalty-free license to host, process, store, reproduce, transmit, and display Customer Content solely as necessary to provide, maintain, support, and improve the Service in accordance with this Agreement and GoMotto's Privacy Policy.

6.3 Aggregated and Anonymized Data

GoMotto may aggregate and anonymize data derived from Customer's use of the Service, including performance metrics, usage patterns, and operational data. Such aggregated and anonymized data will not identify Customer, any Authorized User, or any End User. GoMotto may use aggregated and anonymized data for internal purposes, including product improvement, feature development, industry analysis, benchmarking, research reports, and marketing materials. GoMotto retains all rights in aggregated and anonymized data.

6.4 Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), Customer hereby grants GoMotto a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, incorporate, and commercialize such Feedback without restriction or obligation. GoMotto is under no obligation to implement any Feedback.

6.5 Patent and IP Notice

Certain features and methods incorporated in the Service may be the subject of pending or issued patent applications owned by Otto Systems, Inc. Nothing in this Agreement grants Customer any license to GoMotto's patents except to the extent necessary to use the Service as expressly permitted herein.

7. Confidentiality

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, pricing, customer lists, technical data, trade secrets, and proprietary algorithms. 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 prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

7.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use the Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; (c) limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (d) not disclose the Confidential Information to any third party except as permitted by this Agreement or with the Disclosing Party's prior written consent.

7.3 Required Disclosures

Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order; and (b) discloses only the minimum amount of Confidential Information required.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is bound; and (c) it will comply with all applicable laws in connection with its performance under this Agreement.

8.2 GoMotto's Warranties

GoMotto warrants that: (a) it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Service will perform materially in accordance with the applicable documentation during the subscription term; and (c) to GoMotto's knowledge, the Service does not infringe upon any third-party intellectual property rights. Customer's sole and exclusive remedy for breach of this warranty is, at GoMotto's option, repair or replacement of the non-conforming Service, or if GoMotto is unable to cure the deficiency within 30 days of receiving notice, termination of the affected subscription and a pro-rata refund of prepaid fees for the unused portion of the subscription term.

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GOMOTTO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GOMOTTO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

GOMOTTO DOES NOT WARRANT THAT CUSTOMER'S USE OF AI AGENTS, COMMUNICATIONS FEATURES, OR RECORDING FEATURES COMPLIES WITH APPLICABLE LAWS. CUSTOMER IS SOLELY RESPONSIBLE FOR LEGAL COMPLIANCE, INCLUDING OBTAINING ALL NECESSARY CONSENTS.

GOMOTTO'S AI AGENTS AND COACHING FEATURES PROVIDE RECOMMENDATIONS AND INSIGHTS BASED ON AUTOMATED ANALYSIS. THESE ARE INTENDED AS TOOLS TO ASSIST CUSTOMER'S BUSINESS OPERATIONS AND DO NOT CONSTITUTE LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS BUSINESS DECISIONS.

9. Limitation of Liability

9.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOMOTTO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO GOMOTTO DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, COST OF SUBSTITUTE SERVICES, OR INTERRUPTION OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exclusion for Communications Liability

GOMOTTO SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS, DAMAGES, LOSSES, PENALTIES, FINES, OR EXPENSES ARISING FROM: (A) CUSTOMER'S FAILURE TO OBTAIN REQUIRED CONSENTS; (B) CUSTOMER'S VIOLATION OF TCPA, STATE TELEMARKETING LAWS, RECORDING CONSENT LAWS, OR ANY OTHER APPLICABLE LAW; (C) THE CONTENT, TIMING, OR FREQUENCY OF COMMUNICATIONS INITIATED AT CUSTOMER'S DIRECTION; OR (D) REGULATORY ACTIONS, CARRIER PENALTIES, OR THIRD-PARTY CLAIMS RELATED TO CUSTOMER'S USE OF AI AGENTS OR COMMUNICATIONS FEATURES.

9.4 Essential Basis

The limitations and exclusions set forth in this Section 9 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The Service would not be provided without these limitations.

10. Indemnification

10.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless GoMotto, its officers, directors, employees, agents, and affiliates (collectively, "GoMotto Indemnified Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

(a) Customer's use of the Service, including any Customer Content

(b) Customer's breach of any representation, warranty, or obligation under this Agreement

(c) Customer's violation of any applicable law or regulation

(d) Any third-party claim arising from Customer's products, services, or business operations

10.2 Communications Indemnification

Without limiting Section 10.1, Customer shall specifically indemnify, defend, and hold harmless GoMotto Indemnified Parties from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

(e) Customer's use of AI Agents, voice, SMS/text, email, or recording features of the Service

(f) Customer's failure to obtain required consents from End Users or other third parties

(g) Customer's violation of TCPA, CAN-SPAM, state telemarketing laws, recording consent laws, or any other applicable law in connection with communications made through the Service

(h) Claims by End Users or other recipients of communications initiated at Customer's direction through the Service

(i) Regulatory actions, investigations, enforcement proceedings, or carrier penalties related to Customer's communications

This indemnification obligation survives the termination or expiration of this Agreement.

10.3 Indemnification Procedures

The indemnified party will: (a) provide prompt written notice of any claim to the indemnifying party (provided that failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided the indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party without its prior written consent); and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense.

11. Term and Termination

11.1 Term

This Agreement commences on the date Customer first accepts these Terms or accesses the Service and continues for the subscription term specified in the applicable Order Form. The Agreement will automatically renew in accordance with Section 5.4, unless terminated as set forth herein.

11.2 Termination by Customer

Customer may terminate this Agreement upon the expiration of the then-current subscription term by providing written notice of non-renewal to GoMotto at least 30 days prior to the renewal date.

11.3 Termination by GoMotto

GoMotto may terminate this Agreement: (a) upon 30 days' written notice if Customer breaches any material term of this Agreement and fails to cure such breach within the 30-day notice period; (b) immediately upon written notice if Customer breaches Section 4 (Customer Responsibilities) in a manner that exposes GoMotto to legal liability or regulatory risk; or (c) immediately upon written notice if Customer becomes insolvent, files for bankruptcy, or ceases to operate as a going concern.

11.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Service will immediately cease; (b) Customer must promptly delete or destroy any GoMotto Confidential Information in its possession; (c) each party will return or destroy the other party's Confidential Information upon request; and (d) all provisions that by their nature should survive termination will survive, including Sections 6 (Intellectual Property), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 12 (Arbitration), and 13 (Governing Law).

11.5 Data Retention and Export

During the term of this Agreement, Customer may request deletion of specific Customer Content by providing written notice, and GoMotto will process such deletion as soon as reasonably practicable. Upon termination or expiration of this Agreement, Customer data will be available for export for 30 days following the effective date of termination. After the 30-day export period, GoMotto will securely delete Customer data in accordance with its data retention policies, unless retention is required by applicable law. Customer is solely responsible for exporting its data prior to the expiration of the 30-day period.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") informally by providing written notice to the other party describing the Dispute and engaging in good faith negotiations for a period of at least 30 days.

12.2 Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiations, either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (or Consumer-Related Disputes Supplementary Procedures, as applicable). The arbitration will be conducted by a single arbitrator in Maricopa County, Arizona. The arbitrator's award will be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

12.3 Waiver of Jury Trial and Class Action

EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL. EACH PARTY ALSO WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. DISPUTES MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights or Confidential Information.

13. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without regard to its conflict of laws principles. To the extent any Dispute is not subject to arbitration under Section 12, both parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

14. Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, government actions, pandemics, epidemics, fire, flood, earthquake, labor disputes, internet or telecommunications failures, power outages, or denial-of-service attacks. The affected party will promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Order Form(s), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

15.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

15.3 Waiver

The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. A waiver of any term or condition will not be deemed a further or continuing waiver of such term or condition or any other term or condition.

15.4 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without GoMotto's prior written consent. GoMotto may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Customer's consent. Any purported assignment in violation of this section is void.

15.5 Notices

All notices required or permitted under this Agreement will be in writing and will be deemed delivered when: (a) delivered personally; (b) sent by email to the address associated with the recipient's account (for notices to Customer) or to legal@gomotto.com (for notices to GoMotto); or (c) one business day after being sent by nationally recognized overnight courier. GoMotto may also provide notices via the Service's administrative interface or dashboard.

15.6 Independent Contractors

The relationship between GoMotto and Customer is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

15.7 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and does not create any third-party beneficiary rights.

15.8 Export Compliance

Customer will comply with all applicable export control and sanctions laws and regulations in connection with its use of the Service. Customer represents that it is not located in, or a national or resident of, any country subject to comprehensive U.S. economic sanctions.

16. Amendments

GoMotto may modify this Agreement from time to time. Material changes will be communicated to Customer by email or in-app notification at least 30 days prior to taking effect. Continued use of the Service after the effective date of changes constitutes acceptance of the modified Agreement. If Customer does not agree to the modifications, Customer must discontinue use of the Service before the changes take effect and may terminate this Agreement in accordance with Section 11.

Contact Information

For any questions, concerns, or notices regarding this Agreement, please contact us at:

Otto Systems, Inc. d/b/a GoMotto

Email: Team@gomotto.com

Legal Notices: legal@gomotto.com

Mailing Address: 850 New Burton Road, Suite 201, Dover, Delaware 19904