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TERMS AND CONDITIONS

 

Hello and welcome to OTO. OTO Global, Inc. (“OTO,” “we,” or “our”) provides its Services (as defined below) to you (“you,” “your” or “Merchant”) through its website located at https://tryoto.com/ (“Website”), subject to these Terms and Conditions (“T&C”). This Website and the Services (defined below) are offered on the sole condition of your acceptance without modification of any and all the terms, conditions, and notices set forth below. By creating an account on the Website (“OTO Account“) or by using any of the Services provided to you, you acknowledge that you have read, understood, and agreed to be bound by the Terms and Conditions and the Privacy Policy, also available on the Website. If you do not accept any provision in our T&C  and/or Privacy Policy, you are not authorized to use this Website and/or our Services and shall immediately cease using this Website.

1. Acceptance of T&C

1.1 If you are entering into these T&C on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these T&C, in which case the terms “you“ or “your“ shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these T&C, you are not authorized to use this Website or the Services.

1.2 By registering for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. Our collection and processing of registration data and certain other information about you are governed by our Privacy Policy.

1.3 You acknowledge and agree that we may change or otherwise modify the T&C in the future, such changes and modifications shall become effective immediately upon posting to the Website. You understand and agree that your continued access or use of this Website after such change or modification constitutes your acceptance of the changed or modified T&C . OTO endeavors to provide you with notice of any meaningful changes to the T&C  either through email or notification within the OTO platform, but OTO’s failure to do so shall not excuse your obligation to comply with any such modified T&C . You agree to periodically review the most current version of these T&C  as posted on the Website.

1.4 You acknowledge and agree that you may be subject to additional terms applicable to certain services. All terms and conditions relating to such services are available on the Website.

1.5 In the event that you commit any breach or violation of any terms and conditions under our T&C, we shall be entitled to immediately terminate our Services, suspend your OTO Account, and/or may take other legal action at our disposal.

1.6 The usage of any services not provided by us directly requires you to enter into a separate legally binding service agreement with a third-party service provider. You acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.

2. Services provided by OTO 

2.1 For the purpose of these T&C, “Services“ shall include (a) the services listed in each of the plans available on the Website here, (b) your access to OTO’s proprietary platform (“OTO’s Platform”) and associated technology, in object code format only, which is made available by OTO to you, for purposes of managing goods, submitting orders for goods and fulfilling orders; (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content“), and (c) Shipment services provided through independent third-party service providers and referred to as “OTO Service Providers”. All features pertaining to each plan available on the Website shall be part of the Services, and any new feature added to any plan shall also be included in the Services and therefore shall be subject to these T&C.

2.2 You understand and agree that OTO provides a technology platform connecting you with OTO Service Providers who are responsible for warehousing, picking and packing, and fulfilling your goods. The Services offered by OTO do not include any of these services when your goods are serviced by an OTO Service Providers.

2.3 When such warehouse, pick or pack, and fulfillment services are performed by an OTO Service Providers, OTO will use its commercially reasonable efforts to facilitate the OTO Service Providers’ assent to the following terms: (a) that the OTO Service Provider has the necessary approvals, authorities, licenses, and insurance to provide the fulfillment services; (b) that the OTO Service Provider will comply with all applicable laws and regulations including, but not limited to, safety-related regulations; (c) that the OTO Service Provider accepts the duty of care consistent with all applicable industry best practices, industry guidelines, and (d) that the OTO Service Providers will maintain insurance as required by law. Notwithstanding the foregoing, OTO does not guarantee the suitability, legality, or ability of any OTO Service Provider. You agree that OTO is not responsible or liable for the OTO Service Providers’ performance of the warehousing, pick and pack, or fulfillment services and that OTO does not guarantee any OTO Service Providers’ compliance with applicable laws or regulations.

3. Prohibited products; Limitations to shipping; Specific Packaging

3.1 As per applicable laws, you are prohibited to ship through OTO the following items (altogether “Prohibited Products”) even those declared as prohibited or banned by the governmental, regulatory or other authorities and shall also include the items listed in the OTO Service Providers’ websites or as advised by them from time to time: 

  • Illegal goods (as determined either by the exporting country, importing country, transit points, or international law);
  • Live plants and animals; 
  • Alcoholic beverages; 
  • Ammunition, firearms and any kind of weapon, or any imitation or replica firearm
  • Explosive or hazardous products;
  • Pharmaceuticals or other dangerous drugs; 
  • Precious metals in the forms of bullion or reserves;
  • Cash (in the form of bank notes, currency notes, and coins);
  • Human remains or ash;
  • Perfumes;

    3.2 OTO shall not be liable for any loss, damage, destruction of such prohibited product.

    3.3 In order to maintain the integrity of OTO Services and reputation, OTO will report any activities pertaining to shipping Prohibited Products to relevant law enforcement authorities and shipping partners, and your account will be suspended.

    3.4 It is acknowledged by you that some third party service providers have limitations on shipping certain commodities that might be qualified as hazardous or fall under certain categories. You agree that it is your responsibility to (1) disclose the nature of the commodity you desire to ship, and (2) check for any limitation provided in the policies of your selected third party service provider.

    3.5 You acknowledge and agree that cold and ‘heavy-and-bulky’ shipments have specific coverage areas that vary among different delivery companies. You agree that it is your responsibility to (1) disclose such specificities, and (2) check for any instructions and/or limitations provided in the policies of your selected third party service provider.

    3.6 The third party service provider’s specific packaging instructions are based on the nature of the item being shipped. You agree that it is your responsibility to check for any instructions provided in the policies of your selected third party service provider.

    3.7 If you wish to ship internationally, you acknowledge and agree that it is your responsibility to check for Air Waybill (AWB) special requirements for international shipping. 

    3.8 You acknowledge and agree that bullet delivery companies require a QR code printed on the package.

    4. Access to and Use of the Services 

    4.1 Subject to these T&C, you may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to OTO. You shall not: (i) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services; or (iii) modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies, or other notices OTO provides you or publishes in connection with the Services, and you shall promptly notify OTO if you learn of a security breach related to the Services.

    4.2 Any software made available to you by OTO in connection with the Services (“Software”), including but not limited to the OTO Platform, contains OTO’s proprietary and confidential information that is protected by applicable intellectual property laws and these T&C. OTO hereby grants you a non-transferable, non-sublicensable, and non-exclusive right and license (“License”) to use the object code of any Software, and Content on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or sell, assign, sublicense, or otherwise transfer any Content or right in any Software. You agree not to access the Services by any means other than through the interface that is provided by OTO. Any rights not expressly granted herein are reserved and no license or right to use any trademark of OTO or any third party is granted to you in connection with the Services. The License may be terminated immediately at OTO’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.

    4.3 You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide, or otherwise transmit or store in connection with or relating to the Services (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that OTO shall have the right to automatically add an identifying footer in accordance with our policies.

    4.4 You are solely responsible for maintaining the confidentiality of your login, password, your Content, account, and for all activities that occur under your login or account. For support purposes, designated OTO employees have the ability to access your OTO accounts. This access includes but is not limited to production data, including Personally Identifiable Information (“PII”) within the dashboard and data storage locations. This access is audited on a regular basis as a part of OTO’s internal audit processes. By posting Your Content on or through the Services, you hereby do and shall grant OTO a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, modify, reproduce, distribute, display, publish, and perform Your Content. OTO has the right, but not the obligation, to monitor the Services, Content, and Your Content. You further agree that OTO may remove or disable any Content (including Your Content) at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Your Content), or for no reason at all.

    4.5 You understand that the operation of the Services, including your Content, may be unencrypted and may involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iii) transmission to OTO’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of your Content. OTO will have no liability to you for any unauthorized access or use of any of your Content, or any corruption, deletion, destruction, or loss of any of your Content, and you will indemnify and hold OTO harmless for any claims, damages, or liability related to your Content.

    4.6 You own all of your Content or have obtained all permissions, releases, rights, or licenses required to engage in your posting and other activities (and to allow OTO to perform its obligations) in connection with the Services without obtaining any further releases or consents. Your Content does not, and will not, violate, infringe, or misappropriate any third party’s intellectual property or privacy rights, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing.

    4.7 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including hardware, software, networks, and telephone service (collectively, “Your Equipment”). Your Equipment must comply with all specifications set forth in OTO’s policies then in effect. You shall also be responsible for maintaining the security of Your Equipment, your Account, passwords (including but not limited to administrative and user passwords), files, and for all uses of your Account or Your Equipment with or without your knowledge or consent.

    4.8 OTO reserves the right to use your name and/or company name and/or logo and/or trade name as a reference for marketing or promotional purposes on OTO’s Website and in other communication with existing or potential Merchants. To decline OTO this right you need to email [email protected] stating that you do not wish to be used as a reference.

    4.9 OTO may provide, at OTO’s sole discretion, technical support services, through email, chat, or telephone in accordance with our standard practice.

    5. Account

    5.1 In order to create an account with OTO, you agree that you will provide accurate information to the best of your knowledge and belief (“Registration Information”) and will promptly update such Registration Information as necessary. Access to, and use of, the OTO Account is restricted to authorized users only. 

    5.2 You agree not to share your password(s), account information, or account access information to any third party. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur under your account(s) or as a result of your access to the account(s). 

    5.3 You agree to notify OTO immediately of any unauthorized use of your account. OTO shall not be liable for any unauthorized use of your account.

6. Subscription Fees, Credit Fees & Related Payment 

We offer several subscription plans on our Website (each a “Subscription Plan”). Information about our Subscription Plans can be found here. All prices available on our Website do not include applicable taxes. For additional information on our Subscription Plans, please Contact Us. You may upgrade or downgrade your Subscription Plan at any time during your subscription term, based on which OTO will apply the respective fees on a pro-rata basis.

6.1 Subscription Fees 

  • Upon registration and creation of an account, you will have to choose a Subscription Plan that suites your business. 
  • Exception made to the “Free Forever” plan, each Subscription Plan has its own pricing (each, the “Subscription Fees”). For your convenience, the Subscription Fees are available here. 
  • For any and all plans, you acknowledge and agree that you must keep at least one valid payment method (“Authorized Payment Method”) on file with us to pay your Subscription Fees.
  • If you have elected to use a Subscription Plan other that the “Free Forever” plan, the Subscription Fees pertaining to your selected plan shall be prepaid either monthly or yearly. You must pay the Subscription Fees at the time(s) indicated on your dashboard to be able to unlock the features pertaining to your selected plan, and/or to be able to use your OTO account uninterruptedly, failing which OTO reserves the right to suspend your use of the Services. 
  • If you have elected to use the “Free Forever” plan, no Subscription Fees shall apply, however, you will be able to unlock its features by charging your account with credits (“Credit Fees”), and you agree to charge your account with Credit Fees by using your Authorized Payment Method. Credit Fees are paid in advance and are used to generate shipping labels. Upon a successful delivery of an order via a shipping courier, a credit will be deducted from your balance. OTO reserves the right to change the rates pertaining to the Credit Fees at any time and you are responsible to periodically check and review if any change to the rates has occurred. You must have credits in your OTO Account at all times. In the event that your OTO account is empty or in the event the balance is not enough to cover the cost of any service, you will not be able to use your account, nor generate shipping labels. 
  • OTO reserves the right to adjust its rates in response to currency fluctuations, including, but not limited to, currency conversion rate changes, conversion fee changes, and/or discount rate changes. OTO will indicate which currency a transaction is being billed for, but OTO is not responsible for any fee or currency exchange rates charged to you by any third party payment provider. 
  • All Credit Fees are non-refundable as of 30 days from the date you have charged your account. In the event of request of refund, the minimum refund amount shall be SAR 150.
  • All Subscription Fees are non-refundable. If you cancel your subscription before the end of the subscription period, you will not receive a refund for any unused portion of the subscription.

6.2 Credits Fee Disputes 

If you disagree with any Credit Fees charged to your account, you shall submit such complaint to OTO within thirty (30) days of the fee being charged (“Dispute Period”). OTO will inform you of its decision which will be final and binding. OTO will not review customer requests for Credits Fees adjustments that are received after the Dispute Period. 

6.3 Taxes 

You acknowledge and agree that all Subscription Fees, Credit Fees, charges and any other rates or amounts charged by OTO to you hereunder are exclusive of any applicable value added, sales/use or goods and Services’ taxes (“Transaction Taxes“) which may be levied in connection with the supply by OTO of the Services to you. Where applicable, you shall be responsible to pay all Transaction Taxes arising in respect of the Credits Fees or other amounts charged by OTO to you. 

6.4 Renewal of Subscription Plans  

Unless you have elected to use the “Forever Free” plan, your Subscription Plan will begin upon payment of the Subscription Fees and will continue for the subscription period as indicated in the Subscription Plan. If you do not wish to renew your subscription, you must cancel your subscription before the end of the current subscription period. Your Subscription Plan will be automatically renewed upon the expiration of its monthly/yearly subscription period, as applicable, and you hereby grant OTO the right to use your Authorized Payment Method to withdraw the applicable Subscription Fees. 

In the event OTO is unable to withdraw the applicable Subscription Fees from your Authorized Payment Method due to lack of funds or any other reason, OTO will send you a notification of such failure and you shall promptly address such matter. Upon 3 consecutive notifications allowing you a reasonable period of time to cure such failure, OTO shall automatically downgrade your plan to the “Forever Free” plan.

6.5 Amendments to the Subscription Plans

We reserve the right to modify, terminate, or otherwise amend the Subscription Plans at any time without prior notice to you. If we make any material changes to the Subscription Plans, we will notify you in advance. We reserve the right to suspend or terminate your subscription at any time for good cause, including, your violation of these T&C or our policies, or any applicable law. 

7. Intellectual Property

7.1 Definition

For purposes of this Agreement, “Intellectual Property“ shall mean (a) OTO’s methodology for the provision of Services; (b) the Website’s Content, features and tools; and (c) OTO’s Website(s), designs, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials. OTO hereby retains all worldwide right, title and interest in and to the Intellectual Property. Any rights not expressly granted herein to the Intellectual Property shall be retained by OTO. You acknowledge that all right, title and interest to the Intellectual Property is owned by OTO. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Website and all OTO’s Content are retained by us.

7.2 Additional Restrictions 

Other than as permitted herein, you shall not (and you shall not permit others to) subject to liability and Indemnity in addition to account deactivation, directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Intellectual Property, or otherwise attempt to discern the functioning or operation of the Website(s) or Services; or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. For clarification purposes, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of OTO and you shall not copy, imitate, or use them without our express prior written consent. You may use HTML logos provided by OTO through our Services, auction tools features or affiliate programs without prior written consent solely for the purpose of directing web traffic to tryoto.com. You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to OTO or the Services, or display them in any manner that implies OTO’s sponsorship or endorsement. You shall not (and you shall not permit others on your behalf to): (i) use any robot, spider, scraper or other automated means to access the Website or Services for any purpose without OTO’s express written permission, (ii) interfere or attempt to interfere with the proper working of our Website or any activities conducted on the Website, or (iii) bypass any measures OTO may use to prevent or restrict access to the OTO Website or the Services. 

7.3 Client Property 

All materials provided by you under any shall be deemed “Client Property” for purposes of the T&C. You hereby grant to OTO a non-exclusive license to the Client Property solely as needed to provide the Services. No other licenses, express or implied, under any intellectual property rights are granted by you to OTO under these T&C. 

8. Confidential Information

8.1 Definition 

Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these T&C and subject to the exclusions set forth below, “Confidential Information” means any information provided to it by the other party that is marked, labelled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure. 

8.2 Exclusion 

Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include the following: (a) information publicly known at the time of disclosure, (b) information received by Recipient without restriction from a third party, (c) information published or otherwise made known to the public by Discloser, (d) information that was generated independently without reference to the Discloser’s Confidential Information, or (e) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request. 

8.3 Standard of Care 

Recipient shall not use the Confidential Information for any purpose other than as required by these T&C . Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach or threatened breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section. 

8.4 Return or Destruction 

Other than transactional information that is retained in the ordinary course of OTO’s business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of electronic written request from the other party. 

8.5 Aggregate Use 

Subject to the T&C  herein, you hereby acknowledge and agree that OTO may compile aggregate results from all of, or a selection of your use of the Services, provided that OTO shall not disclose any information that would individually identify you (“Aggregate Information“). Such Aggregate Information shall be deemed to be OTO’s Confidential Information. You also hereby agree that OTO may review and use your individual use of the Services in order to provide Services to you, to evaluate OTO’s provision of the Services, and to improve OTO’s Services offerings. 

8.6 Privacy Policy 

OTO believes in protecting your privacy. Any information you provide to us or input on the Website as set out above will be used in accordance with our privacy policy found in this page (www.tryoto.com/legal/privacy) (“Privacy Policy“). We do not sell, rent, or otherwise disclose your Confidential Information to a third party, without your consent or as permitted by the Privacy Policy.

9. Indemnification 

You agree to indemnify and to hold harmless OTO, our officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the Services and/or your violation of the T&C. Upon requesting for our Services, you agree to indemnify and hold harmless OTO from any and all claims for transportation, storage, handling and other charges relating to the goods in respect of the shipment, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature, whether or not OTO accepts such order.

10. Disclaimers 

10.1 As is “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, OTO endeavors to provide the Services in accordance with these T&C. Users acknowledge that the Services and the Website are provided on an “as is“ and “as available“ basis. OTO and OTO’s suppliers expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement for the services, the Website and any third party services. The use of the Services, Website, or third party services shall be at your own risk. 

OTO may not monitor, control, or vet user content. as such, your use of the Website is at your own discretion and risk. 

OTO makes no claims or promises about the quality, accuracy, or reliability of the site, its safety or security, or the site content. accordingly, OTO is not liable to you for any loss or damage that might arise, for example, from the Website’s inoperability, unavailability, or security vulnerabilities or from your reliance on the quality, accuracy, or reliability of the business listings, ratings, reviews (including their content, order, and display), or metrics found on, used on, or made available through the site. 

OTO makes no claims or promises with respect to any third party, such as the businesses or advertisers listed on the site or the site’s users. accordingly, OTO is not liable to you for any loss or damage that might arise from their actions or omissions, including, for example, if another user or business misuses your content, identity, or personal information, or if you have a negative experience with one of the businesses or advertisers listed or featured on the Website. Your purchase and use of products or services offered by third parties through the Website is at your own discretion and risk. 

OTO expressly disclaim all warranties, whether express or implied, including warranties as to the services offered by businesses listed on the site, and implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Your sole and exclusive right and remedy in case of dissatisfaction with the Website, related services, or any other grievance shall be your termination and discontinuation of access to or use of the Website. 

OTO disclaims liability for any (i) indirect, special, incidental, punitive, exemplary, reliance, or consequential damages, (ii) loss of profits, (iii) business interruption, (iv) reputational harm, or (v) loss of information or data. 

10.2 No Continuous Access 

OTO does not guarantee continuous, uninterrupted or secure access to the Services. Operation of the Services may be interfered with by numerous factors outside of our control. OTO will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but OTO makes no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays caused by third parties. OTO is not liable for any direct, indirect, incidental damage, loss of profit, goodwill, use, or data resulting from our inability to provide the Service. We reserve the sole right to discontinue the Website and our Services, including any of the Website’s features, at any time with or without notice to you. 

10.3 Others 

You understand that OTO does not inspect your goods nor does OTO take any responsibility for the business decisions that you make and implement through the Services. You acknowledge that OTO is not the Merchant of Record, nor the Importer of Record, and nor the owner of any product shipped by you through OTO.  

11. Liability 

11.1 Third-Party Liability 

By accepting the T&C, you acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose. 

11.2 Waiver of Consequential Damages and Limitation of Liability

In no event shall OTO be liable for any indirect, incidental, special or consequential damages, or damages for loss or damage of shipments, loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the Website, any content, or any third party websites and content. Other than as set forth below, in no event shall OTO’s liability under this agreement exceed the monies paid or payable by you to OTO for the applicable services excluding carrier fees or other third party fees (“Damages Cap”). In the event of an unauthorized transaction by an OTO employee or agent, OTO’s maximum liability shall be limited to the Damages Cap. OTO must be notified within five (5) days after any unauthorized transaction or you acknowledge to waive all damages from OTO. 

11.3 Customs 

OTO shall not be liable for any loss, delay, or damage of items shipped, while in the hands of a local custom. In addition, OTO shall not be held responsible in the event that the local custom confiscates, holds, or denies release of the shipment to the receiver. 

11.4 Third Party Service Providers 

OTO is a technology platform that connects you to third party shippers and couriers. In no circumstances will OTO be liable for any Services or information provided by any third party shipper or courier. Under no circumstances OTO will be held responsible or liable for any damage, destruction, loss, late delivery of shipment, failures in handling in shipments to third party shippers / couriers, failed or late shipment collection by a third party shipper / courier, or any issues with tracking updates, also OTO is not liable for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third party shipper / courier (including, without limitation, any delay, wrong, or missed pickup by third party shipper / courier). OTO is not liable for the delivery time information shown on the Website.

Further to the above, OTO connects you with warehouse service providers. You acknowledge and agree that OTO does not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any warehouse service providers with whom you or any of your affiliates may contract, regardless of the purpose. 

11.5 Other 

OTO is not liable for any fees, expenses, resulting as a consequence of a change of information from your side (for example change of address, order cancellation, or order call-back), after a shipment has been confirmed and paid for on OTO. OTO is not liable for any delay in the generation of shipping documents. 

12. Termination 

You have the right to terminate your account at any time by deactivating it. Kindly check section 6.1 for the refund policies applicable to Subscription Fees and Credit Fees.

Subject to earlier termination as provided below, OTO may deactivate and cancel your account and these T&C at any time by providing ten (10) days prior notice to the administrative email address associated with your account. In addition to any other remedies we may have, OTO may also terminate these T&C upon ten (10) days’ notice (or immediately in the case of non-payment), if you breach any of the T&C  or conditions of these T&C. Also, OTO reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). Except as provided above, upon any termination of your account, OTO may store all of your content on the Services (if any), or it may be permanently deleted by OTO, in its sole discretion. 

13. Disputes 

Please note, while disagreements sometimes arise, OTO wants to address any complaint with the Services in a proactive manner. Please log a support case for resolution, you can send an email to [email protected]. If you feel an escalation is merited, please email [email protected] regarding your unresolved case and your concern. For purposes of clarity, this does not waive the notice requirement set forth below. 

14. Governing Law and Competent Jurisdiction 

These T&C  shall be governed by the laws of Delaware, the United States of America. By using our Services, you agree to submit to the exclusive jurisdiction of the Delaware Court.

15. General Provisions 

15.1 Severability

If any provision of these T&C  is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of these T&C  shall remain in effect and enforceable in accordance with their T&C. 

15.2 No Waiver

Failure or delay of OTO to exercise a right or power under these T&C  shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof. 

15.3 Notices to You

You agree that OTO may provide notice to you by posting it on our Website, emailing it to the email address listed in your account, showing a notification when you login to your account, or mailing it to the street address listed in your account. Such notice shall be considered to be received, read and understood by you within 24 hours of the time it is posted to our Website or emailed to the email address listed in your account. If the notice is sent by mail, we will consider it to have been read and understood by you within 24 hours of the time it is delivered. OTO reserves the right to terminate your account if you withdraw your consent to receive electronic communications. 

15.4 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without OTO’s prior written consent and any attempted assignment without that consent will be void. OTO reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these T&C  shall be binding on and inure to the benefit of the parties’ successors and assigns. 

15.5 Attorneys’ Fees and Costs

OTO shall have the right to collect from you its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing these T&Cs.

15.6 Force Majeure

OTO shall not be liable for any delays or inability to perform the Services caused by acts beyond OTO’s control including, without limitation, acts of God or acts of third-party Service providers, including, but not limited to, carriers and postage systems. When goods are ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, power outage, network failure or any reason beyond OTO’s control, or because of loss or destruction of goods for which OTO is not liable, or because of any other excuse provided by law, OTO shall not be liable for failure to carry out such instructions.

15.7 Links to Other Policies

Your privacy is important to us. For more information about our privacy practices, please refer to our Privacy Policy.

If you wish to recommend OTO to your peers, OTO Referral Program is created to reward you, our loyal Customers for doing so. Please refer to our Referral Program to review the applicable terms.

OTO REFERRAL PROGRAM

The OTO Referral Program (“Refer and Earn”) is created to reward you, our loyal Customers, (“you,” “Partner,” “Referrer,” “Participant”) for recommending us to your peers who sign on to be OTO customers (“Referred,” “Participant”). It is also created to reward these new customers by offering them a reward for signing up at your referral.

These terms (“Terms and Conditions”) are a binding agreement between you and OTO Global Inc. and will govern your participation in the Referral Program. You are not authorized to participate in the Program if you do not agree to these Terms and Conditions in their entirety. OTO reserves the right to modify these Terms and Conditions at any time, at its sole discretion, and without notice to you. OTO may also, in its sole discretion, change, cancel, suspend, or modify any aspect of the Program without notice. OTO also reserves the right to disqualify any customers or prospective customers at any time from participation in the Program.

 

Qualified Referrals. For a Qualified Referral to occur:

The Referrer must be subscribed to OTO platform in order to benefit from the Program; The Referrer must refer OTO through the referral link provided for this referral purpose with a person, the Referred; The Referred must then subscribe and open an account on OTO platform using such referral link (this is how we track referrals back to you); The Referred must be a new subscriber with a unique email address and phone number such information is verified by sending an OTP code (One Time Password) to the phone number; and, The Referred must order three shipments on OTO Platform.

The Rewards. As a Referrer, you will be offered 75 SAR credits for each Qualified Referral. As a Referred, you will be offered 25 SAR credit upon signing up on OTO platform and you will be allowed to use such credit on any shipping option. The free credits offered to the Referrer and the Referred are valid for 30 days.

Eligibility. To be eligible for participation in the Program, the Referred must remain signed up on OTO platform for at least twelve months. OTO reserves the right to find ineligible any Participant in the Program at its sole discretion.

Conduct. OTO reserves the right, at its sole discretion, to prohibit any Participant from participating in any aspect of the Program if OTO deems or suspects that such Participant has engaged in or has attempted to engage in any of the following: a) acting in violation of these Terms and Conditions; b) damaging, tampering with or corrupting the operation of the Program or OTO platform; c) activity deemed in OTO’s sole discretion to be generally inconsistent with the intended operation of the Program. OTO shall be the sole determiner in cases of suspected abuse, fraud, or breach (or intent) of these Terms and Conditions of these Terms and Conditions.

Advertising Restrictions. Using the OTO logo for paid online or offline advertising is strictly prohibited. Any violation of this provision may result in the immediate termination of the Participant in the Program and forfeiture of the Participant’s earned credits.

Binding Effects. By participating in the Program, you agree to and are bound by the Terms and Conditions. If you do not wish to agree to and abide by the Terms and Conditions in their entirety, you are not authorized to participate in the Program.

Release. By participating in the Program, Participants release OTO its parent company, and their respective directors, officers, employees, and agents from any and all liability for any loss, harm, damages, cost, or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Program and/or the use of any Program Rewards.

Indemnification. Participants agree to indemnify, defend, and hold OTO and its representatives and agents harmless from and against any and all third-party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from, or related to any breach by the Participant of any of these Terms and Conditions or any violation by Participant of applicable law.

Reserved Right. OTO reserves the right to cancel or suspend the Program should it determine, in its sole discretion, that the administration, security, or fairness of the Program has been compromised in any way.

Disclaimer of Warranties. PARTICIPANTS AND PROSPECTIVE PARTICIPANTS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK, THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”. BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, PROMISES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) OTO MAKES AND GIVES NO PROMISE THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

General Terms. These Terms and Conditions constitute the entire agreement between the Participants and OTO concerning Participants’ use of the Program. The failure of OTO to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

Term. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your address on our records, is considered sufficient notice to terminate this Agreement.