Platform Terms of Service

Effective Date: 1 January 2025

1. Introduction

1.1 Binding Agreement. These Terms of Service (the "Terms" or this "Agreement") constitute a binding agreement between you and Otto Rentals Inc., a Delaware corporation ("Otto," "we," "us," or "our"), governing your access to and use of Otto's websites, mobile applications, and related services (collectively, the "Platform" or "Services").

1.2 Acceptance. By creating an account, submitting a booking request, listing a vehicle, or otherwise accessing or using any part of the Platform, you agree to be bound by these Terms and all policies incorporated by reference. If you do not agree, you may not use the Platform.

1.3 Updates. We may update these Terms from time to time as described in Section 23.2.

1.4 Contracting Entity & Territory. Unless a territory override applies, the contracting entity for the Platform is Otto Rentals Inc. (USA). For Bookings where pickup or delivery occurs in Kenya, the local operating/contracting entity for tax invoicing and local regulatory purposes is Otto Rentals KE Ltd; the dispute-resolution framework in Section 22 (Delaware/AAA/ICDR) continues to govern Platform disputes with Otto to the extent permitted by law. The applicable territory is determined by the pickup/delivery location (see Annex A).

2. Definitions

The capitalized terms below are used throughout this Agreement.

Term	Meaning
User or you	Any natural person or legal entity that accesses or uses the Platform.
Individual/Retail Renter	A natural person booking for personal use.
Corporate User	A company (and its authorized users) booking for business use.
Supplier	An independent third party that lists or rents vehicles/equipment via the Platform.
Booking	A reservation formed when a Supplier accepts a Renter's request.
Corporate Master Agreement (CMA)	A separate contract between a Corporate User and Otto setting corporate billing/features.
Supplier Master Agreement (SMA)	A separate contract between a Supplier and Otto for marketplace/SaaS participation (e.g., commissions, payouts, listing standards).
Direct Service Terms (DST)	Per-Booking terms auto-generated by the Platform between a Supplier and a Corporate User (Corporate Renter) for that Booking; Otto is not a party.
Renter Terms	A policy that sets fee tables and operational conditions (fuel/cleaning, late return, damage, fines/tolls, extenuating circumstances); incorporated by reference.
Credits & Promotions Policy	A policy governing credits, coupons, referrals, and other promotions; incorporated by reference.
Privacy Policy and Data Statement	A document describing data practices, roles, transfers, and subprocessors; incorporated by reference.
Credits	Promotional credits/coupons/referral rewards governed by the Credits & Promotions Policy.
Telematics	GPS and vehicle/driver-behavior data systems.
Violation	Fines, tolls, tickets, or similar penalties tied to a Booking.
Admin Fee	An administrative fee identified in the Renter Terms for handling specified charges (e.g., fines/tolls processing).
Otto Parties	Otto Rentals Inc. and its affiliates, and each of their respective officers, directors, employees, agents, and contractors.
Business Users	Suppliers and Corporate Users when acting in a business capacity.

Role-specific documents (CMA, SMA, DST) may define additional terms that apply to those relationships.

3. Scope of Services & Otto's Role

3.1 Platform Nature. The Platform enables Users to list, discover, request, dispatch, message about, and support vehicle rentals. Otto is a marketplace and technology provider only.

3.2 No Ownership or Lessor Status. Otto is not a vehicle owner or lessor. Title to vehicles does not pass through Otto.

3.3 Contracting Parties. Except as expressly stated in the applicable CMA, DST, or Booking confirmation for a Corporate Booking, a Booking creates a rental contract between the Renter and the Supplier, and Otto is not a party to that rental contract. For certain Corporate Bookings, the Booking confirmation or applicable corporate terms may identify Otto (or an Otto affiliate) as the contracting or invoicing party for some or all charges. In those cases, the applicable corporate terms govern the contracting structure for those charges.

3.4 Limited Payment Agent. For certain transactions (including retail rentals), Otto acts as the Supplier's limited payment collection agent solely for the purpose of receiving funds from the Renter and remitting payouts net of fees, offsets, and amounts actually received. Receipt by Otto satisfies the Renter's payment obligation to the Supplier in respect of amounts so received, subject to subsequent adjustments permitted under these Terms and the Renter Terms. These Terms do not create any employment, partnership, franchise, or joint venture between you and Otto.

4. Accounts, Eligibility, and Verification

4.1 Eligibility. You must be at least 18 years old (or the legal age of majority where you reside) and have the capacity to enter into a binding contract.

4.2 Accurate Information. You must provide accurate, current, and complete information, and keep it updated at all times.

4.3 Screening and Risk Controls. Otto may perform identity, license, payment method, fraud, and sanctions checks (and re-checks) at onboarding and periodically thereafter. Otto may refuse to provide, suspend, or terminate access to the Platform for risk, misuse, non-compliance, or where required by law.

4.4 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must notify us immediately of any suspected unauthorized use.

4.5 License to Use the Platform. Subject to your continued compliance with this Agreement, Otto grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services (including the Otto mobile applications, website, and your Otto account) solely to list, discover, request, dispatch, manage, and complete Bookings and to use features made available on the Platform. You may not sell, rent, lease, license, sublicense, assign, pledge, or otherwise transfer your account or any rights granted hereunder to any third party. Otto may, in its discretion, offer or enable account categories for companies that permit multiple authorized users, sub-accounts, or other enterprise mechanisms, as described in the Platform or applicable agreements (e.g., the CMA).

4.6 Software and Account Restrictions. Without limiting Section 16, you agree that you will not:

a. decompile, reverse engineer, or otherwise attempt to derive the source code of the Platform, your account, or any software belonging to Otto (except to the extent such restriction is prohibited by law); b. modify, attempt to modify, or use any unauthorized or modified versions of the Platform or your account; c. transmit files or code that contain viruses, corrupted files, or other programs intended to damage, interfere with, or adversely affect the operation of the Platform; or d. access or attempt to access the Platform, your account, or any other Otto systems or Services without authorization.

4.7 Revocation; Post-Termination Obligations. The license granted in Section 4.5 is automatically revoked upon termination of this Agreement or your account. Upon termination, you must immediately cease all access to and use of the Platform and your Otto account. Otto may block or delete your account without prior notice to the extent permitted by law and subject to our data-retention obligations as described in the Privacy Policy and Data Statement and Section 14.

5. Relationship to Other Agreements

5.1 Corporate Users (CMA). The Corporate Master Agreement (CMA) between a Corporate User and Otto governs corporate billing, invoicing, service levels, and administrative features. These Terms continue to govern general Platform use by Corporate Users.

5.2 Suppliers (SMA). The Supplier Master Agreement (SMA) between a Supplier and Otto governs Supplier commercial terms (including commissions, payouts, and performance standards). These Terms continue to govern Platform rules and User conduct.

5.3 Direct Service Terms (DST) Supplier ↔ Corporate. For Corporate Bookings, the Platform generates Direct Service Terms (DST) for each Booking. The DST is a direct contract between the Supplier and the Corporate User for that Booking and may incorporate the Renter Terms and the Booking confirmation. Otto is not a party to the DST. As between Supplier and Corporate User, the DST governs vehicle handover and use and Booking-specific commercial obligations; these Terms govern Platform use, Otto's limited payment-agent role, payments handling, data, and policy enforcement. In case of conflict, the DST controls for the Supplier–Corporate relationship specific to the Booking, and these Terms control Platform rights/obligations and Otto's role.

5.4 Supplier Rental Agreement. The Supplier's own rental paperwork (if used) governs handover and use of the vehicle under applicable local law. Otto is not a party to that agreement. These Terms govern Platform rights and obligations.

Otto may make available a sample rental agreement or other documents for Suppliers to use at their option (a "Template"). Any Template is provided for convenience only, does not constitute legal advice, and may not be appropriate for your business, jurisdiction, or Booking. The Supplier is solely responsible for deciding whether to use, modify, or not use a Template, and for ensuring its rental agreement and related disclosures comply with applicable law.

To the maximum extent permitted by law, Otto disclaims all responsibility and liability arising out of or related to a Supplier's use of any Template, including claims or disputes between a Supplier and a Renter. The Supplier will indemnify the Otto Parties from claims, losses, and expenses arising from the Supplier's use, modification, or non-use of any Template, except to the extent caused by Otto's gross negligence or willful misconduct.

6. Bookings and Contract Formation

6.1 Dispatch and Acceptance. Booking requests are dispatched to eligible Suppliers. The first Supplier to accept forms a binding rental contract with the Renter on the terms set out in the Booking confirmation, any required Supplier rental terms and policies under applicable law, and, for Corporate Bookings, any Direct Service Terms (DST) generated for that Booking.

6.2 Cancellations and No-Shows. Where a Supplier fails to deliver or a Renter fails to appear, the policies incorporated into these Terms (including the Renter Terms) govern remedies, charges, and refunds.

7. Pricing, Fees, Payments, and Taxes

7.1 Displayed Amounts. The amounts shown at checkout may include Supplier rental fees, any disclosed Platform fees charged by Otto, and any taxes or levies that Otto is required to collect or facilitate collection of.

Unless expressly stated otherwise, the displayed rental amount for the Supplier portion is exclusive of VAT (or similar consumption tax) that may be chargeable by the Supplier. If Supplier VAT applies, it may be added to the amount you pay and shown as a separate line item or reflected on a VAT-compliant tax invoice or receipt issued by the Supplier or, where required by law, facilitated by Otto.

Platform fees charged by Otto (if any) will be displayed either inclusive of any VAT that Otto is required to charge on those fees or with such VAT shown as a separate line item, as required by law.

For certain Corporate Bookings, the invoicing party for some or all amounts may be Otto or another party as disclosed in the applicable CMA, DST, or Booking confirmation. In those cases, the invoice issued by the invoicing party and the applicable corporate terms will govern VAT invoicing and documentation for the amounts they invoice.

Usage-based or post-rental charges (such as fuel, cleaning, late return, damage, or tolls) are assessed under the Renter Terms and applicable Supplier terms.

7.2 Collection; Remittance. For retail rentals, Otto (through its payment processors) charges the Renter and may hold or release security deposits as disclosed at checkout. Upon Otto's receipt of funds, the Renter's obligation to the Supplier for those amounts is deemed satisfied, subject to later adjustments permitted by these Terms and the Renter Terms. Supplier payouts are made on the schedule communicated in the Platform and remain subject to holds, reserves, set-off, reversals, and Otto's actual receipt of funds. Otto does not guarantee payment of amounts that are not successfully received (including due to chargebacks or fraud).

7.3 Holds, Reserves, Set-Off, and Negative Balances. Otto may:

a. place payout holds or maintain reserves; b. set off any amounts you owe Otto against current or future payouts; c. reverse or claw back payouts related to refunds, chargebacks, disputes, adjustments, or fraud; and d. debit any saved payment method for a negative balance.

If a negative balance remains, you must pay it on demand. Otto may communicate reserve levels, triggers, and review cadence in your dashboard or by notice, and may adjust reserves based on risk signals (including dispute or chargeback rates, refund volumes, or unusual activity).

7.4 Deposits and Adjustments. Renters authorize deposits/holds and post-rental adjustments consistent with the Renter Terms and evidence-based claims workflows. Failure of a payment method does not extinguish amounts owed.

7.5 Taxes and Processor Terms. Suppliers are responsible for determining, collecting, reporting, and remitting any taxes (including VAT where applicable) on their rental income and for issuing any required tax invoices or receipts for the Supplier portion, unless Otto is required by law to facilitate issuance.

Otto is responsible for taxes (including VAT where applicable) on any Platform fees it charges and, where required by law, will issue or facilitate issuance of applicable tax documentation for those Platform fees.

For Corporate Bookings where Otto (or another party) is the invoicing party for some or all amounts, tax invoicing and documentation will be handled by the invoicing party for the amounts it invoices, as reflected in the applicable CMA, DST, or Booking confirmation.

7.6 Incorporated Policies. The Renter Terms (fuel/charge, cleaning, damage, late return, fines/tolls, extenuating circumstances) and the Credits & Promotions Policy are incorporated by reference and form part of this Agreement. Credits are promotional only, have no cash value, may be revoked for abuse, and may be applied solely as permitted in the policy. Otto may correct errors, claw back Credits, or set off amounts where Bookings are canceled, fraudulent, or charged back.

7.7 Payment Authorizations. You authorize Otto and its payment processors to charge your provided payment method(s) for amounts due and to credit or debit such methods (including via ACH where available) for adjustments, reversals, reserves, or negative balances, as permitted by Section 7.3, the Renter Terms, and the Payment Policy. You also authorize Otto to update or retry charges using tokens or updated account information made available by your bank, card network, or the processor.

8. Insurance and Protection Status

8.1 No Otto Insurance. Otto is not an insurer, broker, or agent and does not provide any insurance, waiver, or protection plan.

8.2 Supplier Insurance Requirement. As a condition of listing and accepting Bookings, Suppliers must maintain at all times the motor insurance required by law for the relevant vehicle and territory and any additional coverage they elect to carry. Otto may request evidence of such insurance. Otto does not review policies for coverage and does not guarantee the existence, validity, adequacy, or applicability of any Supplier insurance.

8.3 No Guarantee and Policy Terms Control. Any insurance coverage applicable to a Booking is provided by the Supplier's insurer under the Supplier's policy and is subject to that policy's terms, conditions, exclusions, deductibles, and claim procedures. Coverage may be denied or limited. Otto does not guarantee that any loss will be covered or that any claim will be paid.

8.4 Renter Licensing and Compliance. Renters must hold valid driver's licenses and comply with applicable laws and usage restrictions.

8.5 Coordination. Otto may facilitate communications between Users regarding incidents or claims but does not adjust claims or promise coverage.

9. User Responsibilities and Rental Policies

9.1 Return and Condition. Renters must return vehicles on time and in substantially the same condition as received, ordinary wear and tear excepted.

9.2 Usage Restrictions. Users may not engage in impaired or unlawful driving, permit unauthorized drivers, or tamper with Telematics or safety devices.

9.3 Evidence and Windows. Evidence requirements and timelines for fees and claims are set in the Renter Terms and any applicable Supplier terms.

9.4 On-Platform Communications. Users should maintain communications on the Platform to support recordkeeping and dispute resolution.

10. Telematics; Location and Driver Data; Safe Immobilization Standard

10.1 Collection and Purposes. Certain vehicles are equipped with Telematics that may collect location, ignition status, odometer, fuel/charge state, diagnostics, and driving-event flags (e.g., harsh braking). Otto and Suppliers use such data for safety, theft prevention, dispatch, billing (including mileage/late fees), fraud prevention, and recovery, as further described in the Privacy Policy and Data Statement.

10.2 Consent; No Tampering. By booking a Telematics-equipped vehicle, the Renter consents to such collection and uses. Tampering with Telematics is prohibited.

10.3 Absolute Safety Rule. No immobilization command may be issued while a vehicle is in motion. Any immobilization must be passive (preventing the next engine start) and comply with Sections 10.4–10.6.

10.4 Permitted Triggers. Immobilization may be used only in the following circumstances:

a. Non-return: the vehicle is more than [4 hours] overdue, no extension is approved, and the Renter is non-responsive; b. Verified theft or loss supported by a police report or law-enforcement request; or c. Fraud-prevention prior to handover.

10.5 Safety Conditions (All Required).

Starter-interrupt only;
last Telematics state shows the vehicle stationary for at least [5 minutes];
do not immobilize where foreseeable risk to occupants exists (e.g., highway shoulder, remote area at night, extreme weather, known medical needs) unless directed by law enforcement;
attempt two outreach steps (e.g., in-app plus SMS/call) with a [15-minute] response window (unless responding to a law-enforcement request);
obtain dual approval (one Supplier approver and one Otto Risk/Support approver, or two Supplier approvers if the Supplier acts alone), and record both;
maintain an audit trail (trigger, approvers, timestamps, outreach attempts, command ID) for [12 months];
provide post-immobilization notice with instructions; and
immediately override immobilization once the Renter re-establishes contact and safety concerns are resolved (unless law enforcement advises otherwise). 10.6 Compliance; Misuse; Costs. Users must follow applicable laws and any authority guidance where the vehicle is located. Immobilization may not be used to pressure payment during an on-time rental. Misuse may result in suspension from the Platform. Where a permitted trigger exists, the Renter is responsible for reasonable recovery/towing/re-delivery costs under the Renter Terms; misuse shifts costs to the acting Supplier.

11. Fines, Tolls, Tickets, and Penalties

11.1 Authorization. Renters authorize Otto and Suppliers to receive Violation notices, toll transaction data, and related correspondence arising during or in connection with the Booking period, including after the Booking ends. Renters also authorize Otto and Suppliers to access and use Booking and vehicle information as needed to identify the driver and to administer Violation and toll processing.

11.2 Handling and Charges. Otto or a Supplier may, but is not required to:

disclose the Renter's or driver's identity and contact details to authorities, toll operators, their processors, or other service providers as required to process a Violation or toll charge;
communicate with issuing authorities, toll operators, or processors regarding a Violation or toll charge. The Renter remains solely responsible for all Violations incurred during the Booking period, including any late fees, escalation amounts, or additional charges imposed by the issuing authority or toll operator.

To the maximum extent permitted by law, the Renter authorizes Otto to charge the Renter the face amount of the Violation or toll charge plus any Admin Fee specified in the Renter Terms. Charges may be processed after the Booking ends when notices or toll data are received. Otto may apply charges to any payment method on file, the security deposit (if applicable), or the Renter's account balance, and may exercise set-off rights as described in these Terms and the Renter Terms.

Otto does not control, and is not responsible for, the accuracy of Violation notices, toll records, or decisions by authorities or toll operators.

12. User-Generated Content, Reviews, and Intellectual Property; Copyright/DMCA

12.1 Ownership and License. Users retain ownership of content submitted to the Platform ("User Content"). By submitting User Content, you grant Otto a worldwide, non-exclusive, royalty-free license to host, store, reproduce, format, publicly display/perform, translate, and distribute such content to operate, promote, and improve the Services, including sublicensing to service providers. You represent and warrant that you own or control the necessary rights. Otto may remove content that violates these Terms or any policy.

12.2 Reviews. Reviews must be based on genuine experiences. Incentivizing, coercing, retaliating over, or manipulating reviews is prohibited. Otto may decline, edit for clarity, delay, or remove reviews that include personal data, threats/hate, defamation, or off-topic content. A concise owner reply may be permitted as indicated in the Platform.

12.3 Copyright Policy (DMCA). To report alleged infringement, send a notice to DMCA Agent – Otto Rentals Inc. at admin@ottogoes.com and by post to [Otto Rentals Inc., Attn: DMCA Agent, [Postal Address], USA] containing:

identification of the copyrighted work;
identification of the infringing material and its location;
your contact information;
a good-faith statement;
a statement, under penalty of perjury, of the accuracy of the notice and your authority; and
your signature. Counter-notices must meet 17 U.S.C. §512 requirements. Otto may terminate repeat infringers.

12.4 Otto Intellectual Property; Signs and Labels. All copyrights, trademarks, patents, trade secrets, and other intellectual-property rights in and to the Services—including source code, databases, logos, visual designs, and the overall look and feel—are owned by Otto Rentals Inc. (USA) or its licensors and licensed to local Otto entities (including Otto Rentals KE Ltd) for territorial operations and are protected by law. By using the Services you acquire no ownership rights in any Otto intellectual property. From time to time, Otto may provide tags, labels, stickers, digital badges, or other signs referring to the Otto brand or indicating use of the Platform. Otto grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use such signs solely to indicate that you use the Services via the Platform. You may not alter such signs, nor use them in any manner that suggests endorsement, partnership, or affiliation beyond Platform use. Upon termination of this Agreement or upon our request, you must promptly remove and discard all such signs. Use of brand identifiers remains subject to Section 16(B) (Brand misuse).

12.5 Reservation of Rights. Except for the limited licenses expressly granted in Sections 4.5 and 12.4, Otto reserves all rights, title, and interest in and to the Services and Otto intellectual property. Any use not expressly permitted is prohibited.

12.6 Feedback. If you provide ideas, suggestions, or improvements (collectively, "Feedback"), you grant Otto a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, copy, modify, create derivative works of, and otherwise exploit the Feedback for any purpose, without attribution or compensation.

13. KYC, AML, Sanctions, and Fraud Prevention

13.1 Screening and Ongoing Monitoring.

Users consent to identity, business, payment method, fraud, device, sanctions, and watchlist screening and re-screening.

Otto may conduct screening and monitoring using information you provide, information collected through your use of the Platform, and information obtained from third parties (including identity verification providers, payment processors, fraud prevention vendors, and public or governmental sources), as described in the Privacy Policy and Data Statement.

Where you are a business user (including a Supplier or Corporate User), Otto may require information and documentation about your business and the individuals associated with it, including directors, officers, beneficial owners, authorized representatives, and drivers. Otto may request additional documentation at any time, including proof of address, corporate registration documents, tax documentation, insurance evidence, and source of funds or source of wealth information where legally required.

You must provide accurate information, keep it up to date, and promptly respond to reasonable verification requests. If you do not, Otto may restrict your access to the Platform or the Services.

13.2 Protective Measures, Reporting, and Cooperation.

Otto may refuse, suspend, or terminate access to the Platform, limit functionality, cancel Bookings, decline or reverse payments, freeze or delay payouts, place holds or reserves, or request additional information or documentation where Otto determines it is necessary for fraud prevention, sanctions compliance, safety, dispute resolution, chargeback management, or to meet legal or regulatory obligations.

Otto may take these measures based on risk signals or investigations, including suspected unauthorized activity, suspected fraud, suspected policy violations, suspicious activity indicators, potential sanctions matches, adverse media, or requests or requirements from banks, payment processors, regulators, or law enforcement.

Otto may report information related to suspected unlawful activity, suspected fraud, or sanctions concerns to relevant authorities or counterparties where Otto determines reporting is required or appropriate. Otto may also cooperate with investigations and may provide information and records to banks, processors, regulators, and law enforcement to the extent permitted or required by law.

Where permitted by law, Otto will use reasonable efforts to provide notice of material restrictions, holds, or account actions. Otto may be prohibited from providing details, or any notice, in some circumstances.

You agree to cooperate with Otto's investigations and compliance requests, including by providing requested information and documents within the timeframe specified. Failure to cooperate may result in continued restrictions, delayed payouts, or account termination.

14. Termination, Suspension, and Effects

14.1 Grounds. Otto may suspend or terminate access to the Platform for breach of these Terms or policies, actual or suspected fraud or misuse, non-payment, safety concerns, or where required by law or a court/authority.

14.2 Consequences. Upon suspension or termination:

a. pending Bookings may be canceled; b. accrued obligations survive; c. data may be retained as required by law and the Privacy Policy and Data Statement; d. Credits and balances associated with fraud or unlawful conduct may be forfeited; and e. Otto may set off amounts due under Section 7.3.

15. E-Signatures, Electronic Delivery, and Messaging Consent

15.1 E-Signatures. You agree to transact electronically and to sign documents electronically.

15.2 Electronic Disclosures. You consent to receive notices and disclosures electronically through the Platform or via email.

15.4 Withdrawing Consent. You may withdraw consent to electronic disclosures by contacting us per Section 23.7. Withdrawal may limit or prevent your use of the Services.

15.5 Records. We will retain and make available electronic records as required by applicable law.

16. Prohibited Activities and Conduct

16.1 Prohibited Conduct. In connection with your access to or use of the Services, you agree that you will not, and will not advocate, encourage, request, or assist any third party to:

(A) Violations of law and third-party rights

Breach, violate, or circumvent any local, county, national, or international law or regulation, any order of a court, or any airport rules, licensing/registration or tax requirements, or third-party rights;
Post or transmit false, inaccurate, misleading, defamatory, or libelous content; or
Infringe, reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from intellectual property or content that belongs to or is licensed to Otto, or that comes from the Services and belongs to another User or a third party, including works covered by copyrights, trademarks, patents, privacy, publicity, moral, or contractual rights, except with Otto's prior express written permission.

(B) Brand misuse

Dilute, tarnish, or otherwise harm the Otto brand (including through unauthorized use of the Services or User Content);
Use "Otto" or confusingly similar terms in domain names, trade names, trademarks, or otherwise; or
Register and/or use domain names, trade names, trademarks, social-media account names, or other identifiers that closely imitate or are confusingly similar to Otto domains, trademarks, taglines, promotional campaigns, or Otto/User content.

(C) False or misleading information

Provide any false or misleading information, including false name, date of birth, driver's-license details, payment method, insurance, or other personal/business information;
Submit false or misleading information in relation to a claim (including damage to a vehicle);
Register for an Otto account on behalf of another individual or entity without authority; or
Impersonate any person or entity, or falsify or misrepresent your identity or affiliation.

(D) Failure to honor commitments; circumvention

Fail to pay fees, penalties, deposits, or other amounts owed to Otto or another User;
Fail to return any vehicle (and any optional extras or accessories) on time, unless a valid reason/extension applies;
Use the Services to identify a Supplier and then complete a transaction partially or wholly off-platform to circumvent the obligation to pay fees or comply with policies;
Transfer your Otto account and/or user ID to another party without our consent; or
Leave a vehicle unlocked or running with the keys inside, except where expressly instructed by Otto in limited circumstances.

(E) Harmful conduct toward others

Harass, stalk, or defame any User, or collect or store personally identifiable information about any User other than for purposes of transacting through the Platform in accordance with these Terms;
Engage in physically or verbally abusive or threatening conduct;
Use the Services to transmit, distribute, post, or submit any information concerning any other person or entity without permission, including photographs, personal contact information, payment details, or account numbers;
Treat anyone differently based on protected characteristics (e.g., race, ethnicity, religion, gender/gender identity, sexual orientation, disability, age, socio-economic background). Discrimination of any kind is not tolerated; or
Pursue or assert legal claims against Otto or any User in any forum or manner prohibited or waived by Section 22 (e.g., class, collective, representative, or mass actions).

(F) Unrelated or competitive solicitations

Contact another User for any purpose other than a Booking or permitted use of the Services;
Commercialize, license, or sell any content found on the Services (including reviews) or software associated with the Services, except as expressly permitted;
Harvest or otherwise collect information about Users without both their consent and Otto's authorization; or
Recruit or solicit any User to join third-party services or websites that are competitive with Otto, without Otto's prior written approval.
Use automated or scripted access, bots, or APIs except as expressly authorized under Otto's API terms or written authorization; Otto may enforce rate limits, access-token requirements, and other usage restrictions.

(H) Evasion of enforcement

Endeavor to circumvent a suspension, termination, or closure of your Otto account or the account of another User, including by creating a new account or listing vehicles affiliated with or registered to an account that has been suspended, terminated, or closed. 16.2 Enforcement; Remedies. Without limiting any other remedies available under these Terms, Otto may remove or disable access to content, cancel or refuse Bookings, suspend or terminate accounts, withhold or set off payouts under Section 7.3, place holds or reserves, notify affected Users, and cooperate with law enforcement or regulators. Otto may also seek injunctive relief and damages and recover reasonable investigation and enforcement costs to the extent permitted by law.

16.3 Monitoring. Otto is not obligated to monitor the Services, but we may review, screen, and remove content or activities to enforce these Terms or comply with law.

17. Additional Terms for Corporate Users

17.1 Authority and Responsibility. Corporate Users represent that the person creating the account or making a Booking has authority to bind the company. The company is responsible for all charges and use by its authorized users.

17.2 Billing and Invoicing. Consolidated billing and any late fees/interest are governed by the CMA. Otto may suspend corporate booking privileges for non-payment or risk.

Corporate Bookings may be structured in different ways depending on the applicable CMA, DST, and the Booking confirmation, including arrangements where Otto (or an Otto affiliate) is the contracting or invoicing party for some or all charges, and arrangements where the Supplier is the contracting and invoicing party for the Supplier portion. The invoicing party for a given charge is responsible for issuing any required invoices or receipts, including VAT-compliant invoices where applicable, for the amounts it invoices.

17.3 Compliance. Corporate Users are responsible for ensuring traveler licensing and compliance with applicable policies and laws.

17.4 Service Levels. No service-level commitments apply except as expressly set out in the CMA.

18. Additional Terms for Suppliers

18.1 Obligations. Supplier eligibility, listing accuracy, availability, maintenance, insurance responsibilities, payouts/commissions, tax obligations, renter interactions, policy compliance, damage-claim cooperation, sub-hire coordination, SMA compliance and, for Corporate Bookings, compliance with any applicable DST between the Supplier and the Corporate User, and performance standards apply as set out in the SMA/DST and Platform guidance.

18.2 Clarifications. Otto is not an insurer; Otto may impose holds/reserves and set-off as provided in Section 7.3; and misuse of immobilization may result in removal from the Platform.

18.3 Service Levels. No service-level commitments apply except as expressly set out in the SMA (or any applicable local supplier addendum).

19. Disclaimers of Warranties

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Otto disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. Otto does not control or warrant vehicles, Suppliers, Renters, third-party services, availability, or outcomes. Nothing in this Section affects rights that cannot be disclaimed under applicable law.

20. Limitation of Liability

20.1 Exclusion of Certain Damages. To the maximum extent permitted by law, the Otto Parties are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, business opportunities, data, or substitute transportation, arising out of or relating to the Platform, the Services, these Terms, any Booking, or any interaction with other Users or third parties, even if advised of the possibility of such damages.

20.2 Aggregate Liability Cap. To the maximum extent permitted by law, and except as set out in Section 20.4, the Otto Parties' total liability for all claims arising out of or relating to the Platform, the Services, these Terms, any Booking, or any interaction with other Users or third parties will not exceed, in the aggregate, the greater of:

the service fees actually paid to Otto (or retained by Otto from payouts) for the Services in the six (6) months immediately preceding the event giving rise to the claim, or
USD 100. For clarity, amounts paid to a Supplier for a rental are not service fees paid to Otto.

20.3 Basis of Bargain. The limitations in this Section are a fundamental basis of the bargain between you and Otto. You acknowledge that Otto would not be able to provide the Platform and the Services on an economically feasible basis without these limitations.

20.4 User Disputes and Third-Party Conduct. Otto does not control, and is not responsible for, the acts or omissions of Suppliers, Renters, drivers, vehicle owners, insurers, roadside providers, payment networks, toll operators, government authorities, or any other third party. To the maximum extent permitted by law, you release the Otto Parties from claims, disputes, liabilities, and damages arising out of or relating to your interactions, transactions, or disputes with any other User or third party, including claims relating to vehicle condition, accidents, injuries, losses, theft, insurance coverage decisions, roadside events, fines, tolls, or penalties.

This release does not apply to the extent a claim is directly caused by Otto's breach of these Terms, gross negligence, willful misconduct, fraud, or other liability that cannot be excluded or limited under applicable law.

20.5 Exceptions and Non-Waivable Rights. Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, fraud, or any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion of certain warranties or damages or the limitation of liability. In those jurisdictions, the limitations in these Terms apply only to the maximum extent permitted by law.

21. Indemnification

21.1 User Indemnity. To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the Otto Parties from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

your access to or use of the Platform or the Services;
any Booking, listing, rental, delivery, handover, or return, including vehicle condition, accidents, injuries, theft, property damage, insurance coverage decisions, roadside events, and any Violations or toll charges;
your breach of these Terms, the Renter Terms, any incorporated policy, or any other agreement with Otto;
your violation of any law, rule, regulation, or the rights of any third party;
your content, communications, or reviews, including any allegation that your content infringes or misappropriates another party's rights;
your interactions, transactions, or disputes with any other User or third party, including the matters described in Section 20.4 (User Disputes and Third-Party Conduct). This Section 21 applies in addition to, and does not limit, any indemnities you owe under any CMA, SMA, DST, or other agreement with Otto.

21.2 Defense and Settlement. Otto may, at its option, assume control of the defense of any indemnified claim. You will cooperate and provide reasonable assistance.

You may not settle any claim that imposes any admission of fault, payment, or obligation on an Otto Party without Otto's prior written consent. Otto's consent will not be unreasonably withheld.

21.3 Notice. Otto will use reasonable efforts to notify you of an indemnified claim. Failure to provide notice does not relieve you of your obligations except to the extent you are materially prejudiced by the delay.

21.4 Exceptions and Non-Waivable Rights. Our obligations under this Section do not apply to the extent a claim is finally determined to have been directly caused by Otto's breach of these Terms, or Otto's gross negligence, willful misconduct, or fraud, or other liability that cannot be shifted under applicable law. Nothing in this Section limits any non-waivable consumer rights.

22. Dispute Resolution, Arbitration, and Mass Arbitration Management

22.1 Agreement to Arbitrate; Seat; Rules; Consumer Carve-outs.

You and Otto agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved by binding individual arbitration, except that each party may seek relief in small claims court for qualifying matters and either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information, or Platform security.

Informal resolution first. Before filing an arbitration demand, the party bringing the Dispute must send the other party a written notice of dispute and allow thirty (30) days for the parties to attempt to resolve the Dispute informally. The notice must describe the nature and basis of the Dispute and the relief sought, and must include the claimant's name, account email, and any relevant Booking identifiers. Notices to Otto must be sent to legal@ottogoes.com (or any replacement address Otto designates in the Platform). This informal resolution requirement does not apply to claims in small claims court or requests for injunctive or equitable relief.

a. Seat and language. The seat of arbitration is Wilmington, Delaware, USA, and the language is English. Judgment on an award may be entered in any court of competent jurisdiction. b. Rules and administering forum. For Disputes involving a party domiciled in the United States or arising out of a U.S. transaction, arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (if a consumer) or Commercial Arbitration Rules (if not). For Disputes with a party domiciled outside the United States or arising substantially outside the United States, arbitration will be administered by the International Centre for Dispute Resolution (ICDR), the international division of the AAA, under its International Arbitration Rules. c. Consumer carve-outs by region. This arbitration agreement is elective for consumers in the EEA, the United Kingdom, Québec, Australia, and in any jurisdiction where pre-dispute consumer arbitration and/or class action waivers are restricted or prohibited. In such cases, a consumer may choose to bring claims in the courts of their country, province, or state of residence. Nothing in this Section limits any non-waivable rights, including the right to seek help from government agencies or supervisory authorities, including data protection regulators. d. Costs and convenience for consumers. Otto will pay or advance all filing and administrative fees beyond the consumer filing fee set by the administering forum's consumer fee schedule in effect at the time the demand is filed. Where permitted by the applicable rules, hearings may occur by video or telephone. If an in-person hearing is required and local law permits, it will take place in the county or region of the consumer's residence. e. No limitation on regulatory reporting. Nothing in this Section prevents any person from bringing issues to the attention of, or making complaints to, government agencies or regulators. f. No class arbitration. The arbitrator may not consolidate claims or preside over any class, collective, representative, or mass arbitration unless the parties expressly agree in a signed writing after the Dispute arises.

22.2 Class Action Waiver. Disputes must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or mass action, to the extent permitted by law. Where Section 22.1(c) applies, this waiver applies only to the extent permitted by applicable law and does not prevent a consumer from participating in a class action where such waivers are prohibited.

22.3 Opt-Out. You may opt out of arbitration by sending written notice to Otto at legal@ottogoes.com within thirty (30) days of first accepting these Terms. The notice must include your name, the email address associated with your account, and a clear statement that you are opting out of arbitration. Opting out will not affect other provisions of these Terms.

22.4 Governing Law; Venue. The Federal Arbitration Act governs the interpretation and enforcement of this Section to the extent it applies. Delaware law governs these Terms otherwise, subject to any non-waivable consumer law protections where you reside. If a Dispute is not arbitrated, state or federal courts located in Delaware will have exclusive jurisdiction and venue, to the extent permitted by law.

22.5 Time to Bring Claims. Any claim must be filed within one (1) year after it arose, to the extent permitted by law, unless a longer period is required by law.

22.6 Mass Arbitration Management Protocol. If a Mass Arbitration is filed, the administering forum's mass arbitration rules and fee schedules will apply, including any mass arbitration supplementary rules in effect at the time of filing.

To the extent permitted by those rules and applicable law, if twenty-five (25) or more similar consumer or employment demands, or one hundred (100) or more similar non-consumer non-employment demands, are filed by or with the assistance of the same or coordinated counsel within ninety (90) days, the parties agree to attempt to implement an efficient staged process, including bellwether selection and batching.

If any portion of this protocol conflicts with the administering forum's rules or fee schedules, the administering forum's rules and fee schedules control.

23. General Provisions

23.1 Governing Law. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules, except where preempted by federal law, and except to the extent applicable local consumer protection law provides non-waivable rights. Section 22 is governed as stated in Section 22.4.

23.2 Amendments. Otto may amend these Terms by posting a revised version within the Platform or on Otto's website and updating the effective date at the top of the Terms. If an amendment materially reduces your rights or materially increases your obligations, Otto will provide notice through reasonable channels such as email, in-app notice, or your account dashboard.

23.2.1 Advance Notice for Business Users. For amendments that materially affect the rights or obligations of Business Users, Otto will provide at least fifteen (15) days advance notice before the amendment takes effect, unless:

Otto is subject to a legal or regulatory obligation requiring an earlier effective date;
an immediate amendment is required to address an imminent health, safety, fraud, or cybersecurity risk, or to protect the Services, Users, or the public;
the amendment is required to maintain compatibility with third-party services or payment networks and delay would materially impair operations. 23.2.2 Your Options. If you do not agree to an amendment, you may terminate this Agreement by discontinuing use of the Services and providing a termination notice to Otto before the amendment's effective date. Termination does not affect Bookings made before termination, amounts accrued, ongoing disputes, or provisions that by their nature survive.

23.2.3 Acceptance. Your use of the Services on or after the effective date of an amendment constitutes acceptance of the amended Terms.

23.2.4 Changes to Section 22. If Otto makes a material change to Section 22 (Dispute Resolution and Arbitration), Otto will provide notice. You may opt out of the updated arbitration terms within thirty (30) days of notice by emailing legal@ottogoes.com. If you opt out, the version of Section 22 in effect when you first accepted these Terms will continue to apply.

23.3 Entire Agreement. These Terms, together with all policies incorporated by reference, any applicable regional addenda (including Annex A), and, where applicable, the CMA, SMA, and/or DST, constitute the entire agreement between you and Otto regarding the Services and supersede any prior agreements on the same subject.

23.4 Assignment. You may not assign or transfer these Terms without Otto's prior written consent. Otto may assign these Terms, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, provided that any assignee assumes Otto's obligations under these Terms.

23.5 Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or franchise relationship. Except as expressly provided, no third party is an intended beneficiary. No Otto entity has authority to bind any other Otto entity unless expressly authorized in writing by that entity.

23.6 Force Majeure. Otto is not liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor conditions, governmental actions, internet or telecommunications failures, or utility outages.

23.7 Language and Originals. These Terms are in English and the English version controls. Any translations are provided for convenience only.

23.8 Severability, No Waiver, Survival, and Headings. If any provision is held unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. Provisions that by their nature should survive termination will survive, including dispute resolution, limitation of liability, indemnification, intellectual property, payment obligations, and set-off rights. Headings are for convenience only.

23.9 Notices. Notices to Otto under these Terms must be sent to legal@ottogoes.com unless Otto designates a different address within the Platform. Notices to you may be provided by email, in-app notice, SMS, WhatsApp, or posting within your account dashboard, to the extent permitted by law.

Annex A — Kenya Addendum (Active Geography)

A.1 Scope. This Addendum applies to Bookings where pickup or delivery occurs in Kenya. It supplements these Terms. In the event of a conflict, non-waivable Kenyan law governs consumer protections and mandatory insurance and tax rules. Platform disputes with Otto remain subject to Delaware and the dispute-resolution provisions in Section 22 to the extent permitted by law.

A.2 Taxes and Levies. Statutory rental taxes and levies in Kenya may be collected at checkout or invoiced as required. Suppliers are responsible for local licensing and tax compliance.

A.3 Insurance. Suppliers must maintain legally required motor insurance for rentals in Kenya. Otto may require Suppliers to provide evidence of such insurance, but Otto does not verify or guarantee coverage. Any coverage is provided solely under the Supplier's insurance policy and is subject to its terms and exclusions. Renters must hold valid licenses and comply with any age and category restrictions. Otto does not provide insurance.

A.4 Data Protection. Personal data processed in Kenya is additionally subject to Kenyan data protection requirements, as described in the Privacy Policy and Data Statement (including roles, processing locations, and cross-border transfers). For Kenya operations, Otto Rentals KE Ltd acts as data controller for local operating records described in the Privacy Policy. Suppliers remain independent controllers for their rental activities.

A.5 Telematics and Immobilization. The Safe Immobilization Standard in Section 10 applies. Where authorities issue lawful instructions, those instructions prevail.

A.6 Local Contact. Contact details for Kenya data inquiries and other local matters are provided in the Privacy Policy and Data Statement.

A.7 Tax Invoices. Where electronic tax invoicing systems (including eTIMS or any successor) apply, the invoicing party for a given charge is responsible for compliance with issuance and reporting obligations for the amounts it invoices. For Supplier-invoiced amounts, Suppliers are responsible for compliance. Otto may facilitate issuance where required by law or marketplace rules, and where Otto is the invoicing party, Otto will issue required tax documentation in its own name as applicable.