Ottomato.ai Terms and Conditions

Last Updated: July 17, 2025

Welcome to Ottomato.ai. These Terms and Conditions ("Terms") govern your access to and use of the website automato.ai (the "Site"), and all services, products, and content offered by Ottomato.ai ("Company," "we," "us," or "our").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING THE SITE, REQUESTING A DISCOVERY CALL, OR USING ANY OF OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND OUR SEPARATELY POSTED PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS THE SITE OR USE OUR SERVICES.

If you are using the Services on behalf of an organization or entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and in that case, "you" and "your" will refer to that Organization.

These Terms apply to all Services provided by the Company, unless and to the extent that you and the Company have executed a separate Master Services Agreement ("MSA") that expressly supersedes these Terms.

1. Definitions

• "Services" refers to all offerings provided by Ottomato.ai, including but not limited to AI-Driven Custom App Development, Advanced Automation & Agentic Workflows, Strategic AI Consulting & Training, Monthly Development & Maintenance Retainers, access to Ottomato.studio, and any other services described on the Site or in a Statement of Work.

• "Client," "you," or "your" refers to the individual or Organization accessing the Site or receiving Services from the Company.

• "Client Content" means all data, information, materials, code, text, images, and any other content provided by you to the Company for use in connection with the Services.

• "Company IP" means all intellectual property owned or licensed by the Company prior to, or developed outside the scope of, a specific SOW, including but not limited to the Site, Ottomato.studio, our proprietary methodologies, development tools, general-purpose code libraries, and know-how.

• "Developed IP" means the specific, new, and original configurations, prompts, workflows, and custom source code created by the Company exclusively for you as a "work made for hire" under a specific SOW and delivered as a final deliverable.

• "Third-Party Platforms" means any external software, platforms, or services used by the Company to deliver the Services, including but not limited to Pickaxe, Replit, Cursor, Make.com, n8n, and Hostinger.

• "Output" means any content, data, code, text, images, or other materials generated by an artificial intelligence system as part of the Services.

• "Statement of Work" or "SOW" means a document executed by both parties that describes the specific Services to be performed, deliverables, timelines, and fees for a particular project.

2. Services and Engagements

2.1. Service Descriptions: The Company offers a range of AI-focused services as detailed on our Site. The specific scope of work for any project will be defined in a corresponding SOW.

2.2. Statement of Work (SOW): For project-based engagements, a detailed SOW must be executed by both you and the Company. Each SOW will be governed by these Terms. In the event of a conflict between an SOW and these Terms, these Terms shall prevail unless the SOW expressly states otherwise.

2.3. Retainer Services: Monthly retainers provide a set number of service hours per month as specified in your retainer plan. Unused hours do not roll over to subsequent months. Any work performed beyond the allotted retainer hours will be billed at our standard hourly rate.

2.4. Consulting & Training: Consulting and training services are billed at the rates specified on our Site or in your SOW. For custom training videos, billing is based on the final length of the delivered video.

2.5. Reliance on Third-Party Platforms: You acknowledge that many of our Services are built upon and rely on the functionality of Third-Party Platforms. The availability, performance, security, and terms of use of these platforms are outside our control. The Company is not responsible for any failures, interruptions, or limitations originating from a Third-Party Platform. Your use of any deliverable is subject to your acceptance of and compliance with the terms and conditions of any underlying Third-Party Platforms used in its creation.

3. Client Obligations and Account Security

3.1. Accurate Information: You agree to provide accurate, current, and complete information when creating an account or engaging with our Services and to update such information as necessary.

3.2. Account Security: You are responsible for safeguarding any passwords or credentials used to access our Services or any related platforms. You must notify us immediately of any breach of security or unauthorized use of your account. You are solely responsible for all activities that occur under your account.

3.3. Client Content: You are solely responsible for all Client Content you provide. You represent and warrant that you own or have all necessary rights, licenses, and permissions to provide the Client Content to us and to authorize its use in connection with the Services. You agree that Client Content will not violate any laws or infringe upon the rights of any third party.

3.4. Acceptable Use: You agree not to use the Services for any unlawful or prohibited purpose. Prohibited activities include, but are not limited to: (a) Infringing on the intellectual property rights of others; (b) Transmitting spam, malware, viruses, or other harmful code; (c) Engaging in fraudulent, deceptive, or harassing behavior; (d) Attempting to disrupt or interfere with the integrity or performance of the Services or Third-Party Platforms.

4. Fees, Payment, and Retainers

4.1. Fees: You agree to pay all fees for Services as specified on our Site, in your SOW, or in your retainer agreement. Our standard hourly rate for development and automation services is $207 USD per hour. All other services will be billed at their specified rates.

4.2. Invoicing and Payment: Invoices will be sent electronically. All payments are due within thirty (30) days of the invoice date ("Net 30"), unless otherwise specified in an SOW.

4.3. Late Payments: Overdue invoices will accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend all Services, including access to deliverables and ongoing retainer work, for accounts with overdue balances.

4.4. Taxes: You are responsible for all applicable federal, state, and local taxes, duties, or levies associated with your purchase of the Services, excluding taxes based on our net income.

4.5. No Refunds: All fees paid for Services are non-refundable.

5. Intellectual Property Rights

5.1. Client Content: As between you and the Company, you retain all ownership rights in and to your Client Content. You grant the Company a limited, non-exclusive, worldwide, royalty-free license to use, copy, modify, and display your Client Content solely for the purpose of providing the Services to you.

5.2. Company IP: The Company retains all right, title, and interest in and to the Company IP. No ownership rights in the Company IP are transferred to you under these Terms.

5.3. Third-Party Platform IP: You acknowledge that all intellectual property rights in the Third-Party Platforms are owned by their respective providers. These Terms do not grant you any rights to the IP of Third-Party Platforms.

5.4. Ownership of Developed IP: Upon your full and final payment for the Services rendered under a specific SOW, the Company hereby assigns to you all of its right, title, and interest in and to the Developed IP created exclusively for you as part of that SOW.

5.5. License to Incorporated Company IP: To the extent any Company IP is incorporated into a final deliverable provided to you, the Company grants you a perpetual, non-exclusive, non-transferable, royalty-free license to use such Company IP solely as an integrated part of that deliverable for your internal business purposes.

5.6. AI-Generated Output: You acknowledge that Output is generated by AI systems and may not be unique. Other users of AI services may receive similar or identical Output. To the extent permitted by law and as between you and the Company, you own the specific Output you receive. However, the Company makes no representation or warranty as to the originality, uniqueness, or non-infringement of any Output.

5.7. No Training on Client Content: The Company will not use your Client Content, Developed IP, or any other of your Confidential Information to train its own or any third-party artificial intelligence models.

5.8. Feedback: If you provide any feedback, suggestions, or ideas for improvement ("Feedback"), you grant the Company an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into its Services without any obligation or compensation to you.

6. Confidentiality

6.1. Confidential Information: Each party ("Receiving Party") agrees to protect the "Confidential Information" of the other party ("Disclosing Party"). Confidential Information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, the terms of any SOW, and any information marked as confidential. All Company IP is the Confidential Information of the Company.

6.2. Obligations: The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than a reasonable degree of care) to prevent the unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party will not use or disclose Confidential Information for any purpose outside the scope of this Agreement.

6.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession before disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

6.4. Required Disclosure: If the Receiving Party is required by law or court order to disclose Confidential Information, it will provide the Disclosing Party with prompt written notice (to the extent legally permissible) to allow the Disclosing Party to seek a protective order.

6.5. Survival: The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years, provided that for information qualifying as a trade secret under applicable law, the obligations shall persist indefinitely.

7. Warranties and Disclaimers

7.1. Company Warranty: The Company warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

7.2. Client Warranty: You warrant that you have all necessary rights to provide the Client Content and that your use of the Services will comply with all applicable laws and these Terms.

7.3. DISCLAIMER OF WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SERVICES, DELIVERABLES, AND ALL AI-GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY AND ITS FOUNDER, NED MALKI, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

7.4. AI OUTPUT DISCLAIMER: THE COMPANY MAKES NO WARRANTIES WHATSOEVER REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, LEGALITY, OR SUITABILITY OF ANY AI-GENERATED OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND TESTING ALL OUTPUTS BEFORE ANY USE OR RELIANCE. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO INACCURACIES, ERRORS, OMISSIONS, AND POTENTIAL INFRINGEMENT OF THIRD-PARTY RIGHTS.

7.5. THIRD-PARTY PLATFORM DISCLAIMER: THE COMPANY DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, SECURITY, OR FUNCTIONALITY OF ANY THIRD-PARTY PLATFORMS.

8. Limitation of Liability

8.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR ITS FOUNDER, NED MALKI, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. DIRECT DAMAGES CAP: THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, AND ITS FOUNDER, NED MALKI, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO THE COMPANY FOR THE SPECIFIC SERVICE OR SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3. Basis of the Bargain: You acknowledge that the Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

9. Indemnification

9.1. Client Indemnity: You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, agents, and employees, including its founder, Ned Malki, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your Client Content; (c) your violation of these Terms; or (d) any claim that your use of a deliverable in violation of these Terms infringes or misappropriates the intellectual property rights of a third party.

9.2. Company Indemnity: The Company agrees to indemnify, defend, and hold harmless you from and against any claims brought by a third party alleging that the Developed IP, as delivered by the Company to you, directly infringes such third party's valid U.S. copyright or trademark.

9.3. Exclusions: The Company's indemnification obligation in Section 9.2 does not extend to any claim arising from: (a) your modification of the Developed IP; (b) your use of the Developed IP in combination with any product or service not provided by the Company; (c) your Client Content; (d) any AI-generated Output; or (e) any underlying Third-Party Platform.

9.4. Procedure: The party seeking indemnification must provide prompt written notice of the claim to the indemnifying party and cooperate with the indemnifying party in the defense of the claim. The indemnifying party shall have sole control over the defense and settlement of the claim.

10. Term and Termination

10.1. Term: These Terms commence on the date you first access the Site or use the Services and continue until all SOWs and retainer agreements have expired or been terminated.

10.2. Termination for Cause: Either party may terminate this Agreement or any SOW for cause if the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice. Non-payment of fees is considered a material breach by the Client.

10.3. Termination of Retainers: You may terminate a monthly retainer agreement by providing at least thirty (30) days' written notice prior to the start of the next billing cycle.

10.4. Effect of Termination: Upon termination, you must immediately pay all outstanding fees for Services performed. The provisions of these Terms that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, confidentiality obligations, indemnity, and limitations of liability.

11. General Provisions

11.1. Governing Law and Jurisdiction: These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Laramie County, Wyoming, and the parties irrevocably consent to the personal jurisdiction and venue therein.

11.2. Dispute Resolution: In the event of a dispute, the parties agree to first attempt to resolve it through good-faith negotiations. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Cheyenne, Wyoming. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.3. Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes.

11.4. Entire Agreement: These Terms, together with our Privacy Policy and any executed SOWs, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings.

11.5. Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

11.6. No Waiver: The failure of the Company to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

11.7. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null. The Company may freely assign or transfer these Terms without restriction.

11.8. Notices: All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email to the designated address; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Legal notices to the Company must be sent to info@ottomato.ai.

11.9. Changes to Terms: We reserve the right to modify these Terms at any time. If we make material changes, we will provide you with notice through the Site or by other means. Your continued use of the Services after such notice constitutes your acceptance of the modified Terms.