Corporate Master Agreement

Effective Date: 1 January 2025

1. Scope and Structure

1.1 Parties. This Corporate Master Agreement (the "Agreement" or "CMA") is entered into by and between the Otto Contracting Entity identified in the Order (the "Otto") and the corporate customer identified in an Order ("Customer").

1.2 Purpose. This Agreement governs Customer's access to and use of the Services (defined in Section 2). It does not govern vehicle quality, availability, condition, or operation, which are covered by the Corporate Supplier Terms (Schedule E).

1.3 Order of Precedence. If there is a conflict, the order of precedence is:

the Order;
this Agreement;
the Schedules;
any applicable Jurisdictional Addenda;
the Platform Terms of Service; and
the Policies. Policies may elaborate on, but may not override, this Agreement unless expressly permitted herein. Notwithstanding the foregoing, any applicable Jurisdictional Addendum will control for the relevant geography to the extent it expressly modifies this Agreement.

1.4 Interpretation. The words "including" and "includes" mean "including without limitation." "Or" is inclusive. Headings are for convenience and do not affect interpretation. References to "days" mean calendar days and to "business days" mean Monday–Friday (excluding U.S. federal holidays), unless the Kenya Jurisdictional Addendum governs a dispute, in which case "business days" refers to business days in Kenya. The verbs "must" and "will" express obligations; "may" expresses a right or permission.

1.5 Language. This Agreement is drafted in English. If translated, the English version controls.

1.6 Contracting Entity & Territory. The contracting entity is the Otto group company identified in the applicable Order (the "Otto Contracting Entity"). For each booking, the "Territory" is the country where the vehicle is delivered or first made available to the traveler. If the Order identifies a contracting entity by Territory, bookings in that Territory are contracted by the corresponding Otto Contracting Entity. References to "Otto," "we," or "us" mean the Otto Contracting Entity for the relevant Order and bookings.

2. Definitions

Term	Meaning
Admin	Customer's designated administrator who manages program settings and Authorized Users.
Authorized User	An employee, contractor, or agent of Customer authorized to access the Platform under Customer's account.
Corporate Program	The Otto-managed program framework under which corporates that have entered into an Order may book vehicles from participating Suppliers via the Platform, together with Customer-specific settings (for example, booking rules, pricing parameters, and eligibility).
Customer Data	Data submitted by or on behalf of Customer to the Services.
Data Protection Laws	Applicable privacy, data protection, and data security laws and regulations, including where applicable GDPR/UK GDPR, CPRA, PIPEDA, and LGPD.
Documentation	Otto's then-current technical and user documentation for the Services.
Order (or Order Form)	An in-app order, online checkout, or mutually executed order form that references this Agreement and specifies the Service Tier, Fees, Term (including the Initial Term), and any special terms. Acceptance by a Customer Admin in-app constitutes execution on behalf of Customer; Otto's provisioning of the Services constitutes Otto's acceptance.
Platform	Otto's web and mobile services enabling discovery, booking orchestration, messaging, support, reporting, and consolidated billing.
Policies	Publicly posted policies that apply to the Services (for example, acceptable use, fee schedules, and claims processes), as updated per Section 15.1.
Professional Services	Additional services (for example, onboarding configuration, integrations, or custom reporting) only if expressly described in an Order or SOW; otherwise none.
Service Credits	Bill credits issued for Otto's failure to meet the Platform SLA in Schedule B.
Services	Access to the Platform, standard support, and any Professional Services stated in an Order.
Supplier	An independent third party that provides vehicles or related services; Supplier is not Otto's agent for vehicle operations.
Wallet Balance	The net positive balance of funds or credits held by Otto for Customer's Program (e.g., prepayments, refunds, rebates, approved credits) that may be applied to amounts due under Section 6.5.
Corporate Supplier Terms	The vehicle-side terms referenced in Schedule E that form the direct Supplier–Customer contract for Program bookings.
Program	Has the same meaning as Corporate Program.
SLA	The Platform Availability Service Level Agreement set out in Schedule B.
Initial Term	The initial subscription term stated in the Order.
Renewal Term	Each successive one-year renewal term following the Initial Term, unless otherwise stated in the Order.
Term	The Initial Term together with any Renewal Term(s).
DPA	The Data Processing Addendum attached as Schedule C.
Platform Terms of Service	Otto's general platform terms, as updated from time to time, referenced in Section 1.3.
Jurisdictional Addendum	An addendum modifying this Agreement for a specific country or region (for example, Kenya).
SOW or Statement of Work	A document executed by the parties that references this Agreement and describes Professional Services.
Confidential Information	All non-public information disclosed by a party to the other, whether oral or written, 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, including business, technical, product, financial, and customer information.
Security Measures	The technical and organizational security measures set out in Schedule D.
Controller	Has the meaning given under Data Protection Laws; generally, the party that determines the purposes and means of processing Personal Data.
Processor	Has the meaning given under Data Protection Laws; generally, the party that processes Personal Data on behalf of a Controller.
Personal Data	Has the meaning given under Data Protection Laws; generally, information relating to an identified or identifiable natural person.
Independent Controller	A party acting as a Controller for its own derived telemetry and product analytics data as permitted by Section 10.1.
Telemetry	Platform-generated technical events, logs, metadata, and usage analytics created by the Services.
RPO	Recovery Point Objective.
RTO	Recovery Time Objective.
Affiliate	Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests or the ability to direct management.
Territory	The country where the vehicle is delivered or first made available to the traveler for a booking.

3. Services and Reservations

3.1 Provision of Services. Otto will provide the Services as set out in the Order and this Agreement. The Services include user provisioning and SSO (if enabled), booking orchestration, consolidated billing and invoicing, program configuration, reporting dashboards, and support (Schedule A).

3.2 Exclusions and Vehicle-Side Services. The Services do not include vehicle provision, maintenance, fueling or charging, or insurance. Those are Supplier obligations under the Corporate Supplier Terms (Schedule E). Otto does not control Supplier operations, pricing, staffing, or vehicle availability. Otto does not provide service-level guarantees for vehicle-side services; any such metrics apply only if established directly between Supplier and Customer under Schedule E.

4. Supplier Relationship and Corporate Supplier Terms

4.1 Direct Supplier–Customer Contract. For each booking made under the Corporate Program, a direct agreement forms between the Supplier and Customer incorporating the then-current Corporate Supplier Terms published by Otto for the Corporate Program (Schedule E). Otto is not a party to those terms and provides only the Platform services that facilitate bookings and billing. For clarity, Customer's payment obligations for Program bookings are owed solely to Otto; payment to Otto fully discharges Customer's payment obligations to the Supplier for the relevant booking.

4.2 Supplier Enrollment and Program Framework. Otto enrolls Suppliers into Otto's Corporate Program through a Supplier Participation Addendum under Otto's Supplier Master Agreement. Corporates that have entered into an Order with Otto may book vehicles from such enrolled Suppliers via the Platform. Each booking made by any such corporate under the Corporate Program forms a direct Supplier–Customer contract incorporating the then-current version of the Corporate Supplier Terms (Schedule E).

4.3 Credits Administered by Otto. Credits owed by Suppliers to Customer under the Corporate Supplier Terms are funded by Suppliers and administered by Otto in an administrative capacity by applying invoice credits or by netting against Supplier payouts. Separately, Otto may issue Platform Service Credits for SLA breaches under this Agreement.

5. Access and Use

5.1 Account Administration. Customer must maintain current Admin information, authorize and manage Authorized Users, and ensure compliance with this Agreement and the Policies. Customer is responsible for all actions taken under its accounts.

5.2 Acceptable Use. Customer may not:

(a) misuse the Services;
(b) circumvent or attempt to circumvent applicable fees or booking flows;
(c) reverse engineer any component of the Services except to the extent permitted by law; or
(d) use the Services for unlawful purposes. Additional restrictions may be stated in the Policies.

5.3 Third-Party Services. Integrations (for example, SSO, HRIS, T&E, and payments) are provided by third parties under their terms. Otto is not responsible for third-party services.

6. Fees, Invoicing, and Taxes

6.1 Fees. Fees and units of measure are set out in the Order (for example, per-booking, per-seat, or implementation fees). Unless the Order states otherwise, fees are nonrefundable.

6.2 Payment Method and Timing. Customer must maintain a valid payment method on file (each, a "Card on File"). Customer authorizes Otto (through its payment service providers) to place a pre-authorization hold prior to the scheduled trip start and to charge the Card on File for Supplier charges and applicable Otto fees when the trip starts (and for extensions or adjustments, at the time of the change). If a charge fails, Otto may suspend affected bookings until a valid payment method is provided and may apply Wallet Balance to amounts due under Section 6.5. Amounts that remain unpaid due to charge failure or chargeback remain due and may be collected by card retry or offset.

6.3 Consolidated Billing; Principal Revenue and Settlement. As between Customer and Otto, all amounts charged to Customer for Program bookings are owed to the Otto Contracting Entity and constitute its revenue. Otto will issue consolidated statements/receipts that reflect the total booking charge (including the value of vehicle-side services and any applicable Otto fees). Following charge capture under Section 6.2, Otto will pay Suppliers for fulfilled bookings in accordance with the settlement schedules of its payment service providers (which may vary by method and geography) and subject to holds, chargebacks, and fraud reviews. Customer has no payment obligation to any Supplier. Otto performs billing and settlement services as an independent contractor and not as an agent-of-payee, escrow holder, fiduciary, or trustee. Funds received are not held in trust or in a segregated account. Disputes regarding vehicle-side charges are handled under the Corporate Supplier Terms (Schedule E); Otto may, at its discretion, assist the parties in facilitating resolution.

6.4 Taxes. Fees are exclusive of taxes. Where Otto is a designated marketplace facilitator, Otto will collect and remit transaction taxes on rentals as required by law. Customer remains responsible for its own income, withholding, or other taxes. Otto will issue tax invoices where required by law.

6.5 Set-off Using Wallet Balance. Customer may apply any accrued Wallet Balance to reduce amounts due on Otto invoices. Apart from applying Wallet Balance and any undisputed, invoiced credits issued by Otto, Customer may not delay or withhold payment (no other set-off or netting). Wallet Balance is a non-interest-bearing commercial credit recorded by Otto; Otto is not a bank and does not provide deposit or custody services.

6.6 Payment Processing by Affiliates. Customer consents to payment processing by Otto or its Affiliates and their payment service providers, and to the use of different merchant descriptors (including the name of an Affiliate). Otto may route or settle transactions through Otto group accounts and remains responsible to Customer for accounting and settlement under this Agreement.

7. Term, Termination, and Suspension

7.1 Term and Renewal. The initial subscription term (the "Initial Term") is stated in the Order. Thereafter, this Agreement renews for successive one-year terms (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party provides at least sixty (60) days' notice of nonrenewal before the end of the then-current term.

7.2 Termination for Convenience. Either party may terminate for convenience on ninety (90) days' notice effective after the Initial Term, unless the Order states otherwise.

7.3 Termination for Cause. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Either party may terminate immediately upon the other party's insolvency or similar event.

7.4 Suspension. Otto may suspend the Services or Customer's access if:

(a) amounts due are not paid when due;
(b) Otto identifies a security or integrity risk; or
(c) Customer materially violates the Policies. Otto will provide notice where practicable.

7.5 Effect of Termination. Upon termination, all outstanding invoices are immediately due. For thirty (30) days following termination, Customer may access the Platform in a read-only mode to retrieve reports. If requested within thirty (30) days of termination, Otto will provide a one-time export of Customer Data in standard export formats (CSV or JSON). Otto will delete Customer Data within sixty (60) days after termination, subject to backups, archival practices, and legal obligations.

8. Intellectual Property and Feedback

8.1 Customer Data. Customer retains all right, title, and interest in Customer Data. Otto may process Customer Data to provide and support the Services, to ensure security and integrity, and to comply with law.

8.2 Platform IP. Otto and its Affiliates retain all right, title, and interest in the Platform, the Services, and all improvements and derivatives.

8.3 Feedback. Customer grants Otto a royalty-free, worldwide, irrevocable license to use and incorporate into the Services any feedback or suggestions provided by Customer or its users.

8.4 Publicity. With Customer's consent (email is sufficient), Otto may use Customer's name and logo in customer lists and case studies. Customer may revoke consent on notice.

9. Confidentiality

9.1 Obligations. Each party must protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care) and may use Confidential Information only to perform this Agreement.

9.2 Exceptions. Confidential Information does not include information that:

(a) is or becomes public through no fault of the receiving party;
(b) was known to the receiving party without restriction before receipt;
(c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
(d) is rightfully received from a third party without restriction. 9.3 Compelled Disclosure. A party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice (if lawful) and cooperates in seeking protective treatment.

9.4 Survival. Confidentiality obligations survive for three (3) years after termination. Trade secrets remain protected as long as they qualify as trade secrets under applicable law.

10. Privacy, Data Protection, and Security

10.1 Roles and Independent-Controller Telemetry.

Controller/Processor. For traveler or employee personal data processed to deliver the Services, Customer is the Controller and Otto is the Processor under Data Protection Laws.
Independent Controller. For anti-fraud, security telemetry, and product analytics generated by the Platform, each party acts as an Independent Controller of its own derived data to the extent permitted by law. Otto may process telemetry solely for:
- (i) fraud and abuse detection and prevention;
- (ii) security monitoring, threat detection, and service integrity; and
- (iii) product analytics to improve core functionality. This does not include targeted advertising or cross-program behavioral profiling. Identifiable telemetry will be retained for up to [180] days, after which Otto will delete or aggregate it. Otto will not build traveler-level profiles across different Corporate Programs for marketing or pricing. 10.2 Data Processing Addendum. Where required by Data Protection Laws, the Data Processing Addendum in Schedule C applies and includes applicable cross-border transfer mechanisms required by such laws (for example, mechanisms recognized by competent authorities in the relevant jurisdictions).

10.3 Security Measures. Otto will maintain reasonable and industry-standard security measures as described in Schedule D (for example, encryption in transit and at rest, access controls, vulnerability management, logging and monitoring, and incident response). Otto does not currently maintain a formal third-party security certification (for example, SOC 2 or ISO 27001).

10.4 Incident Notice. For incidents affecting Customer personal data, Otto will notify Customer without undue delay and no later than seventy-two (72) hours after confirmation, and will provide updates and a post-incident report.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each party represents and warrants that it is duly organized and validly existing and has authority to enter into and perform its obligations under this Agreement.

11.2 Otto Warranty. Otto warrants that the Services will perform materially in accordance with the Documentation and that Otto will not materially decrease the functionality of the Services during a subscription term. Customer's sole remedy for breach of this warranty is the Service Credits available under the SLA and, if the issue remains unresolved, termination as provided in this Agreement.

11.3 Disclaimers. Except as expressly stated, the Services are provided "as is." To the maximum extent permitted by law, Otto disclaims all implied warranties, including merchantability, fitness for a particular purpose, and noninfringement. Otto does not warrant Supplier performance, vehicle quality, availability, or outcomes.

12. Indemnification

12.1 By Otto. Otto will defend and indemnify Customer against third-party claims alleging that the Services, as provided by Otto, infringe a patent, copyright, or trademark, or misappropriate a trade secret, and will pay damages and final judgments finally awarded. If the Services become, or in Otto's opinion are likely to become, the subject of a claim, Otto may:

(a) modify the Services;
(b) replace the Services with a functionally equivalent service; or
(c) terminate the affected Order and refund prepaid, unused fees. This Section does not apply to claims arising from:
(i) Customer Data;
(ii) combinations or modifications not provided by Otto; or
(iii) use of the Services contrary to the Documentation. 12.2 By Customer. Customer will defend and indemnify Otto against third-party claims arising from Customer's use of the Services in violation of law or this Agreement or from Customer's content or data.

12.3 Procedure. The indemnified party must promptly notify the indemnifying party of a claim, the indemnifying party will control the defense and settlement, and the parties will reasonably cooperate. The indemnifying party may not settle a claim imposing nonmonetary obligations or admitting fault on the indemnified party without the indemnified party's prior written consent.

13. Limitation of Liability

13.1 Excluded Damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility of those damages.

13.2 Cap. Each party's aggregate liability arising out of or related to this Agreement will not exceed the greater of:

(a) the fees paid or payable by Customer to Otto under the relevant Order in the twelve (12) months preceding the event giving rise to the claim, or
(b) fifty thousand U.S. dollars (USD $50,000). The foregoing does not limit liability for death or personal injury caused by negligence, fraud, willful misconduct, or Customer's payment obligations.

13.3 SLA Sole Remedy. Service Credits under Schedule B are Customer's sole and exclusive remedy for breach of the SLA.

14. Dispute Resolution and Governing Law

14.1 Governing Law and Venue. Unless the Order specifies otherwise, this Agreement is governed by the laws of the State of Delaware, excluding its conflict of laws rules. Courts or arbitration seated in Wilmington, Delaware have exclusive jurisdiction as provided in this Section 14.

14.2 Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration under the AAA Commercial Rules before a single arbitrator. The parties waive any right to proceed on a class or representative basis. The proceedings and award are confidential. Either party may seek temporary injunctive relief in court to protect intellectual property or the security and integrity of the Services.

14.3 Executive Escalation. Before commencing arbitration, the parties' executives must meet in good faith (virtually or in person) to attempt to resolve the dispute within fifteen (15) days after a written notice of dispute.

15. Changes, Notices, and Miscellaneous

15.1 Changes. Otto may update Policies and Schedules with prior notice. Material adverse changes to the SLA or Security Measures will take effect no sooner than thirty (30) days after notice. Fees in an Order and core legal terms change only by a written amendment signed by both parties.

15.2 Notices. Legal notices to Otto:

Otto Rentals Inc., Attn: Legal, [Street], [City], [State] [ZIP], USA legal@otto.rentals

Notices to Customer: the addresses or emails stated in the Order. Notices are deemed given when received.

15.3 Assignment. Neither party may assign or transfer this Agreement without the other party's consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, in which case the assigning party must provide notice.

15.4 Force Majeure. Neither party is liable for delays or failures caused by events beyond that party's reasonable control.

15.5 Entire Agreement; Severability; Waiver. This Agreement, together with the Order, Schedules, Jurisdictional Addenda, and Policies, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full force. A waiver must be in writing and will not be implied by conduct.

15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, and delivered by electronic means (including PDF). Each counterpart is deemed an original, and together they constitute one instrument.

15.7 Electronic Orders; Clickthrough Acceptance. Customer authorizes its Admins to place Orders in-app. An Admin's in-app acceptance of an Order constitutes Customer's binding signature to that Order and to any incorporated terms. Otto's provisioning of the Services following such acceptance constitutes Otto's acceptance. Orders are effective upon in-app acceptance unless a later effective date is stated.

15.8 Electronic Records; Audit Trail. Otto will maintain an electronic record of each Order, including the Order version, date/time of acceptance, Admin identity, and technical metadata (for example, IP address or device identifier). The parties agree that such records are admissible to prove formation and terms of an Order.

15.9 Affiliates and Subcontractors. Otto may perform its obligations under this Agreement through its Affiliates or subcontractors. Otto remains responsible for their performance.

Jurisdictional Addenda

This section contains country- or region-specific modifications. In the event of a conflict with the main body of this Agreement, the relevant Jurisdictional Addendum controls to the extent it expressly modifies this Agreement.