Terms of Service

These Terms of Service (hereinafter the "Terms") govern your access to and use of the website located at https://ottomato.ai (the "Site"), our artificial-intelligence voice agent named Otto (the "Voice Agent"), the private online learning community we operate on a Third-Party Service (hereinafter the "Academy" or the "PPA"), our electronic-mail newsletter titled The Builder's Report (the "Newsletter"), and any other service we operate (collectively, the "Services"). The Services are operated by Ottomato (hereinafter "Ottomato", "we", "us", or "our").

By accessing any Service, creating an Account, subscribing to an Academy tier, submitting a form, or speaking with the Voice Agent, you agree to be legally bound by these Terms. If you do not agree, do not use the Services.

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

These Terms apply to every Service except where a signed Master Services Agreement (hereinafter an "MSA") or Statement of Work (hereinafter a "SOW" or "Statement of Work") between you and Ottomato expressly supersedes them. In any such conflict, the signed agreement controls for the engagement it covers. Applications distributed by Ottomato are governed by their own individual terms of use as described in Section 3.6.

1. Definitions

For purposes of these Terms, the following capitalized terms have the meanings given below. Additional terms may be defined parenthetically on first use in the body of these Terms and carry that defined meaning throughout.

• "Academy" or "PPA" means the private online learning community Ottomato operates on a Third-Party Service, available at https://skool.com/ppa.
• "Account" means any account you create on a Service that requires authentication, including an Academy account and a Newsletter subscription.
• "American Arbitration Association" or "AAA" means the American Arbitration Association, the body that administers the arbitration referenced in Section 15.
• "Application" means any software application Ottomato builds, distributes, or otherwise operates through the Academy or through a custom engagement.
• "Artificial Intelligence" or "AI" means computational systems that perform tasks typically associated with human cognition, including language understanding, language generation, voice synthesis, and voice recognition.
• "Client Content" means data, documents, media, code, or other material you provide to Ottomato in connection with a paid engagement.
• "Community Content" means posts, replies, reactions, direct messages, templates, workflows, and other content you share inside the Academy or any other community surface Ottomato operates.
• "Company Intellectual Property" or "Company IP" means all intellectual property Ottomato owns or licenses that is not Developed Intellectual Property, including the Site, Ottomato's methodologies, templates, libraries, and know-how.
• "Confidential Information" has the meaning given in Section 11.
• "Developed Intellectual Property" or "Developed IP" means configurations, prompts, workflows, and custom source code created by Ottomato exclusively for you as a "work made for hire" under a signed Statement of Work and delivered as a final deliverable.
• "Master Services Agreement" or "MSA" means a master services agreement signed by both parties that governs multiple engagements between you and Ottomato.
• "Output" means content, data, or media generated by an Artificial-Intelligence model in the course of delivering a Service, including anything the Voice Agent says.
• "Services" has the meaning given in the introductory paragraph of these Terms.
• "Site" has the meaning given in the introductory paragraph of these Terms.
• "Statement of Work" or "SOW" means a document signed by both parties that describes the specific Services to be performed, deliverables, timelines, and fees for a particular engagement.
• "Third-Party Service" has the meaning given in Section 3.7.
• "United States" or "U.S." means the United States of America.
• "Voice Agent" has the meaning given in the introductory paragraph of these Terms.

2. Eligibility

The Services have the following minimum-age requirements:

• Free surfaces (Site, contact form, Newsletter, free Academy preview content): users must be at least thirteen (13) years of age, consistent with the Children's Online Privacy Protection Rule.
• Residents of the European Economic Area and the United Kingdom: users must be at least sixteen (16) years of age, consistent with Article 8 of the General Data Protection Regulation.
• Paid Academy tiers and custom engagements: users must be at least eighteen (18) years of age and have legal contractual capacity in their jurisdiction.

By using any Service you represent and warrant that you meet the applicable minimum age.

The Services are not available to anyone previously barred by Ottomato, nor to any person or entity subject to applicable sanctions or export controls. By using the Services you represent and warrant that no such restriction applies to you.

3. Services

3.1 The website

The Site is an informational surface. You can read about what Ottomato does, follow the blog, subscribe to the Newsletter, submit an inquiry, and speak with the Voice Agent. Use of the Site does not create a contractual relationship beyond these Terms and our Privacy Policy. The Site does not process payments. Nothing is sold directly through the Site; any future direct-payment functionality will be accompanied by separate terms applicable to that functionality.

3.2 Voice Agent

The Voice Agent is an Artificial-Intelligence software agent. When you speak with the Voice Agent you are speaking with software, not a human being. The Voice Agent may ask qualifying questions, describe our Services, route your inquiry, and in some cases schedule a follow-up. The Voice Agent does not produce professional advice. If the matter is material to your business, follow up with a human from Ottomato before acting.

At or near the end of a Voice Agent conversation, you may ask Ottomato to send a transcript to an electronic-mail address you provide. By requesting the transcript, you consent to Ottomato sending that transcript to the address you provide and adding that address to The Builder's Report Newsletter. You can unsubscribe from the Newsletter at any time using the unsubscribe link in any Newsletter message. Transcript delivery is provided as a convenience and may be unavailable during maintenance or if a Third-Party Service is unavailable.

3.3 Custom engagements

Ottomato undertakes a limited number of custom engagements at any one time. Scope, deliverables, timelines, and fees for each engagement are governed by a signed Statement of Work. These Terms apply in the background; the Statement of Work controls engagement-specific obligations. Rates are negotiated privately per engagement and are not published on the Site.

3.4 The Academy

The Academy is a private online learning community Ottomato operates on a Third-Party Service located at https://skool.com/ppa. Ottomato operates the community and creates the learning material. The Third-Party Service provides the hosting and account infrastructure under its own terms, which you also accept when you use that Third-Party Service.

3.5 Newsletter

The Newsletter is an opt-in electronic-mail publication sent from Ottomato infrastructure. You may subscribe directly, or you may be added when you request a Voice Agent transcript by electronic mail. You can unsubscribe from any Newsletter message using the unsubscribe link in that message.

3.6 Applications

Ottomato builds, distributes, and otherwise operates Applications through the Academy and through custom engagements. Each Application is governed by its own terms of use and privacy policy, provided with or within that Application. These Terms do not govern individual Applications. You are responsible for reviewing the terms of use and privacy policy of each Application before use.

3.7 Third-Party Services

The Services may interoperate with third-party services, platforms, or infrastructure providers (each a "Third-Party Service"). Your use of any Third-Party Service may be subject to the terms, conditions, and privacy practices of that Third-Party Service. Ottomato does not control and is not responsible for the policies, practices, availability, performance, security, or pricing of any Third-Party Service. You are encouraged to review the terms and privacy notices of each Third-Party Service before engaging with it. A list of the key Third-Party Services Ottomato uses to deliver the Services is maintained in Section 5 of our Privacy Policy.

4. Account Security

You are responsible for maintaining the confidentiality of your credentials on any Service that requires authentication. You must notify us immediately at info@ottomato.ai of any suspected unauthorized access. You are responsible for all activity that occurs under your Account until Ottomato acknowledges a security report and locks the Account.

5. Acceptable Use

You agree not to, and agree not to allow any third party to:

• Use the Services in violation of any law, regulation, or third-party right.
• Upload, transmit, or share content that is unlawful, defamatory, harassing, hateful, or infringes the intellectual property rights of others.
• Attempt to probe, scan, or test the vulnerability of any Service without Ottomato's prior written consent, or breach any security or authentication measure.
• Interfere with or disrupt the integrity or performance of the Services or any Third-Party Service with which the Services interoperate.
• Impersonate Ottomato, the Voice Agent, Ned Malki, any Academy member, or any other person.
• Use the Services to send unsolicited bulk communications, to mass-scrape content, or to build a competing product.
• Reverse engineer, decompile, or attempt to extract the source code of any Company Intellectual Property or Developed Intellectual Property, except to the extent expressly permitted by law.
• Use the Voice Agent to generate Output that violates applicable Artificial-Intelligence use policies, including those of any Third-Party Service through which the Services route requests.

6. User-Submitted Content

6.1 Client Content

You retain ownership of Client Content you provide to Ottomato. You grant Ottomato a limited, non-exclusive, worldwide, royalty-free license to use, copy, modify, and display that Client Content solely for the purpose of delivering the Services to you.

6.2 Community Content

You retain ownership of Community Content you share inside the Academy or any community surface Ottomato operates. You grant Ottomato and the community members a perpetual, worldwide, royalty-free license to read, reference, and quote that content for community purposes, including teaching, case studies with identifying details removed, replies, and member-to-member exchange. You are responsible for the legality and accuracy of any Community Content you post.

6.3 Feedback

If you send Ottomato feedback, ideas, or suggestions about the Services (hereinafter "Feedback"), you grant Ottomato an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that Feedback without any obligation or compensation to you.

6.4 Moderation

Ottomato may, but is not required to, review Community Content. Ottomato may remove content, suspend Accounts, and ban members at its sole discretion for violations of Section 5 or of the community code of conduct in Section 7. Ottomato may preserve content where required by law.

7. Academy Community Code of Conduct

The Academy is a professional learning environment. By participating you agree to:

• Treat other members with respect. No harassment, no hate speech, no personal attacks.
• Stay on topic. The Academy is about building with Artificial Intelligence. Off-topic commercial posts, referral spam, and unrelated self-promotion are removed on sight.
• Share credit. When you borrow a template, a workflow, or an idea from another member, acknowledge the source.
• Protect confidentiality. Do not share private client data, unreleased product roadmaps, or credentials from another member without explicit permission.
• Follow the rules of the Third-Party Service on which the Academy is hosted. Those rules apply to your account on that Third-Party Service independent of these Terms.

Violations result in a warning, a temporary suspension, or a permanent ban according to severity. Bans are generally final. You may appeal a ban once by sending an electronic-mail message to info@ottomato.ai within fourteen (14) days of notification; Ottomato will review and respond but is not obligated to reinstate.

8. Intellectual Property

8.1 Company Intellectual Property

All Company Intellectual Property remains the exclusive property of Ottomato. No ownership rights in Company Intellectual Property are transferred to you under these Terms. This includes templates Ottomato publishes in the community, content Ottomato shares on the blog and in the Newsletter, and any code, prompts, or methodology Ottomato uses across engagements.

8.2 Third-Party Intellectual Property

Third-Party Services are owned by their respective providers. These Terms grant you no rights to the intellectual property of any Third-Party Service.

8.3 Developed Intellectual Property

Upon your full and final payment for the Services rendered under a specific Statement of Work, Ottomato assigns to you all right, title, and interest in the Developed Intellectual Property created exclusively for you as part of that Statement of Work. Developed Intellectual Property does not include Company Intellectual Property that Ottomato licenses into your deliverable.

8.4 License to incorporated Company Intellectual Property

To the extent Company Intellectual Property is incorporated into a final deliverable provided to you, Ottomato grants you a perpetual, non-exclusive, non-transferable, royalty-free license to use that Company Intellectual Property solely as an integrated part of the deliverable for your internal business purposes.

8.5 Community content shared by members

Academy members who post templates, workflows, or code into the community retain ownership of what they post. Their post grants Ottomato and other members the community license described in Section 6.2.

8.6 Artificial-Intelligence-generated Output

Artificial-Intelligence-generated Output may not be unique. Other users of the same Artificial-Intelligence models may receive similar or identical Output. To the extent permitted by law, you own the specific Output generated for you. Ottomato makes no representation or warranty as to the originality, uniqueness, or non-infringement of any Output.

9. Fees and Refunds

9.1 Rates

Rates for custom engagements, retainers, consulting, and training are not published on the Site. They are negotiated privately and stated in a signed Statement of Work or engagement letter. Academy subscription prices are published on the page where the Academy is hosted, at https://skool.com/ppa, and may change from time to time.

9.2 No refunds

The Academy provides free preview content that allows prospective members to evaluate the community, content quality, and fit before upgrading to a paid tier. In consideration of this free evaluation period, Ottomato does not offer refunds on paid Academy tiers. All sales are final.

Deposits on custom engagements are non-refundable from day one. Fees paid for completed work are non-refundable.

Initiating a payment chargeback without first contacting info@ottomato.ai may result in Account termination and a ban from future Services.

9.3 Late payments

Overdue invoices accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. Ottomato may suspend Services, including access to deliverables and ongoing retainer work, for accounts with overdue balances.

9.4 Taxes

You are responsible for all applicable federal, state, and local taxes, duties, and levies associated with your purchase of the Services, excluding taxes based on Ottomato's net income.

10. Termination and Suspension

Either party may terminate these Terms, or a Statement of Work or retainer agreement, for cause if the other party commits a material breach and fails to cure it within thirty (30) days of written notice. Non-payment of undisputed fees is a material breach by you.

Ottomato may immediately suspend or terminate your access to any Service, without prior notice, if you violate Section 5 or Section 7, if required by law, if a change in a Third-Party Service prevents Ottomato from operating the affected Service, or in response to a security incident.

On termination you must pay all outstanding fees for Services rendered to that date. Sections that by their nature should survive termination survive, including ownership provisions, warranty disclaimers, confidentiality obligations, indemnity, and limitations of liability.

11. Confidentiality

Each party (hereinafter the "Receiving Party") agrees to protect the "Confidential Information" of the other party (hereinafter the "Disclosing Party") using at least the same degree of care that it uses to protect its own Confidential Information, and no less than a reasonable degree of care. Confidential Information excludes information that is publicly known through no fault of the Receiving Party, was lawfully in the Receiving Party's possession before disclosure, is lawfully disclosed to the Receiving Party by a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information. Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets.

12. Disclaimers

12.1. Ottomato warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

12.2. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 12.1, THE SERVICES, DELIVERABLES, AND ALL ARTIFICIAL-INTELLIGENCE-GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." OTTOMATO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

12.3. ARTIFICIAL-INTELLIGENCE OUTPUT DISCLAIMER. OTTOMATO MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, LEGALITY, OR SUITABILITY OF ANY ARTIFICIAL-INTELLIGENCE-GENERATED OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND TESTING ALL OUTPUTS BEFORE ANY USE. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF ARTIFICIAL-INTELLIGENCE-GENERATED CONTENT, INCLUDING INACCURACIES, ERRORS, OMISSIONS, AND POTENTIAL INFRINGEMENT OF THIRD-PARTY RIGHTS.

12.4. THIRD-PARTY SERVICE DISCLAIMER. OTTOMATO DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, SECURITY, OR FUNCTIONALITY OF ANY THIRD-PARTY SERVICE.

13. Limitation of Liability

13.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OTTOMATO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING 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.

13.2 DIRECT DAMAGES CAP. THE TOTAL AGGREGATE LIABILITY OF OTTOMATO ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED UNITED STATES DOLLARS ($100) OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU TO OTTOMATO FOR THE SPECIFIC SERVICE OR STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Essential basis of the bargain. You acknowledge that the limitations of liability and the disclaimers of warranties set forth in Sections 12 and 13 are an essential basis of the bargain between the parties and that the pricing of the Services reflects this allocation of risk. Without these limitations and disclaimers, the terms of these Terms, including the prices charged for the Services, would be substantially different.

14. Indemnification

14.1 Your indemnity. You agree to indemnify, defend, and hold harmless Ottomato, its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or connected with (a) your access to or use of the Services, (b) your Client Content or Community 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 a third party's intellectual property rights.

14.2 Our indemnity. Ottomato agrees to indemnify, defend, and hold you harmless from any third-party claim alleging that the Developed Intellectual Property, as delivered by Ottomato to you, directly infringes a valid United States copyright or trademark.

14.3 Exclusions. Ottomato's indemnity in Section 14.2 does not extend to claims arising from (a) your modification of the Developed Intellectual Property, (b) your use of the Developed Intellectual Property in combination with any product or service not provided by Ottomato, (c) your Client Content, (d) any Artificial-Intelligence-generated Output, or (e) any underlying Third-Party Service.

14.4 Procedure. The party seeking indemnification must provide prompt written notice of the claim and cooperate with the indemnifying party in defense. The indemnifying party has sole control over defense and settlement.

15. Governing Law and Disputes

15.1 Governing law. These Terms and any dispute arising out of them are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

15.2 Good-faith negotiation. The parties will first attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days.

15.3 Binding arbitration. If a dispute is not resolved through negotiation, it will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Cheyenne, Wyoming. Judgment on the award may be entered in any court having jurisdiction.

15.4 Carveout for non-arbitrable claims. Either party may bring an individual claim in small-claims court instead of arbitration where the claim qualifies. Nothing in this Section 15 waives any non-arbitrable right under applicable law, including the right to pursue a claim of sexual harassment or sexual assault in a judicial forum where required by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (Public Law 117-90).

15.5 Class-action waiver. All disputes are brought on an individual basis. You and Ottomato each waive the right to participate in a class action or consolidated proceeding.

16. General

16.1 Force majeure. Neither party is liable for delays or failures in performance due to events beyond its reasonable control.

16.2 Entire agreement. These Terms, together with our Privacy Policy and any signed Statement of Work, constitute the entire agreement between you and Ottomato regarding the Services and supersede all prior agreements and understandings on the same subject matter.

16.3 Severability. If any provision is held unenforceable, it will be limited or eliminated to the minimum extent necessary so the remaining Terms remain in full force.

16.4 No waiver. Ottomato's failure to enforce any right or provision is not a waiver of that right.

16.5 Assignment. You may not assign or transfer these Terms without Ottomato's prior written consent. Ottomato may freely assign or transfer them.

16.6 Notices. Legal notices to Ottomato must be sent to info@ottomato.ai. Ottomato will send notices to the electronic-mail address associated with your Account or, for non-Account users, the electronic-mail address you most recently provided to Ottomato.

16.7 Changes. Ottomato may modify these Terms at any time. Material changes will be announced through the Service or by electronic mail to your Account address. Your continued use of the Services after notice constitutes acceptance of the modified Terms.

17. Contact

Ottomato. All inquiries: info@ottomato.ai.