Supplier Master Agreement

Plain-English Summary (Non-binding)

Two ways to use the Platform: (a) Marketplace (Retail/Corporate). (b) SaaS / Own-Clients (your existing or independently acquired clients). In Corporate Programs, the Platform generates per-booking DST between you and the Corporate. Otto is not a party to your rental contracts.
How bookings form: Marketplace Bookings are made by Fleet Class; you must assign a compliant vehicle before pickup. SaaS Bookings use your SaaS Client Terms — you set rates/inclusions and assign a specific vehicle at booking. For SaaS, Booking Confirmations are administrative records and do not modify your terms.
Payments: When paid on-platform, funds credit to a Hosted PSP Balance in Otto's PSP account and are legally treated as paid to you; you can request withdrawals. Otto invoices monthly for fees and may net from the Hosted PSP Balance.
Withdrawals / Reserves / Offsets: Withdrawal timing appears in the dashboard and may vary by PSP/banks. Withdrawals are from your Hosted PSP Balance, which is net of fees and may be subject to holds/reserves and offsets (refunds/chargebacks/taxes). Otto isn't responsible for bank or PSP fees beyond its control.
Standards & gating: Schedule A metrics and remedies apply to Marketplace/Corporate Program bookings only (not SaaS). Access to Programs depends on your Operator Score meeting Eligibility Thresholds; Otto may gate/degate with notice.
Data & telemetry: We exchange booking/telematics data for safety, fraud prevention, billing, insurance, and disputes, consistent with privacy law. For SaaS, you provide required notices/consents in your SaaS Client Terms.
Claims & recoveries: Submit evidence within policy windows. Otto may recover approved amounts where Otto processed payment or holds a valid method; otherwise you collect directly.
Non-circumvention: For Otto-introduced Renters, no off-platform steering for 12 months (resets with each Otto booking). Own-Clients and pre-existing/independently acquired relationships are carved out.
Disputes: Business-to-business disputes with Otto are resolved by Delaware/AAA arbitration, with a 30-day opt-out and small-claims carve-out.

Parties

This Operator Master Agreement (the "Agreement") is entered into by and between Otto Rentals Inc. ("Otto," "we," "us") and the entity or person that registers or is onboarded as a Operator on the Otto platform (the "Operator," "you"). By clicking accept, onboarding, adding vehicles to the Platform, or fulfilling Bookings via the Otto platform (the "Platform"), Operator agrees to be bound by this Agreement and the documents incorporated by reference.

Contracting Entity & Territory

Default. Unless a Jurisdictional Addendum specifies otherwise, you are contracting with Otto Rentals Inc. ("Otto US").
Local operator. If a Jurisdictional Addendum identifies a different Otto affiliate as the contracting entity for a territory (a "Local Otto Entity"), then for Bookings performed in that territory the Local Otto Entity is the contracting party for those Bookings and references to "Otto" mean that Local Otto Entity only for those Bookings.

Hierarchy / Incorporated Documents

Order of precedence:

Any Program Order Form (if any);
This Agreement;
Schedule A (Operator Standards & Platform Remedies);
Other Schedules to this Agreement (Payment & Chargebacks; Insurance & Claims; Data Sharing & Telemetry);
Operator Participation Addenda — Corporate Programs; Marketplace (Retail) Program;
The Otto Platform Terms of Service; and
Published Policies. Policies supplement but do not override this Agreement unless expressly stated.

Per-booking Direct Service Terms (DST) are separate contracts between Operator and Corporate and do not modify this Agreement (Otto is not a party).

Program Order Forms apply only to Otto↔Operator program-level terms. Booking Confirmations/DST govern Booking Particulars as between Operator and the Corporate/Renter and are not Order Forms under this Agreement and do not modify it.

1) Definitions

Booking: a reservation formed when Operator accepts a Renter request or Otto confirms on Operator's behalf.
Corporate: a business customer using the Platform for employee or project rentals.
Corporate Operator Terms: the program-level terms between Operator and Corporate that apply to Corporate bookings for a given program.
Direct Service Terms (DST): Per-booking terms auto-generated by the Platform for each Corporate booking that form a direct contract between Operator and the Corporate for that booking. DST set the specific vehicle, dates, rates, inclusions, and reference any applicable Program and Corporate Operator Terms. DST are accepted by Operator's booking acceptance and the Corporate's initiation/approval; Otto is not a party to them.
Program Order Form: a document between Otto and Operator that sets program-level commercial terms (e.g., commissions, reserves, payout cadence) and supplements this Agreement.
Payment Service Provider (PSP): a third-party payment service provider engaged by Otto to process payments and payouts under the Otto Payment Infrastructure.
Otto Payment Infrastructure: the payment and payout services provided by Otto and its PSPs for processing transactions on the Platform.
PSP Rules: the PSP's terms, policies, and operating procedures applicable to merchants/sub-merchants (which may incorporate card-scheme or banking requirements).
Settlement: funds credited to Otto or the PSP and no longer subject to reversal other than as permitted by PSP Rules.
Operator Score: Otto's internal composite performance and risk score for a Operator, based on metrics including those in Schedule A (e.g., on-time handover, cancellation rate, response time, evidence timeliness), dispute/chargeback rates, compliance flags, and other signals. Weightings and methodology are proprietary and may change over time.
Program Eligibility Threshold: the minimum Operator Score and any additional criteria (e.g., fleet class coverage, required documents, KYC) that a Operator must meet and maintain to be activated for a Program. Thresholds are displayed in the dashboard or a published policy and may vary by locale or Program.
Booking Confirmation: the record generated by the Platform when a Booking is accepted that states the Booking Particulars (vehicle, dates/locations, rates, inclusions, Program code, and referenced policy/version IDs).
Booking Particulars: booking-specific details; they do not modify this Agreement.
Renter Terms: the platform terms presented to Renters at checkout that govern the Operator↔Renter rental.
Fleet Class (Marketplace): a Platform-defined vehicle category used for Marketplace bookings (e.g., Economy, Compact SUV, Van) that specifies minimum attributes (seating, luggage, drivetrain, transmission, model year range). Otto may add, remove, or rename Fleet Classes or modify class specifications from time to time; Otto will provide notice via the dashboard or policy updates. Changes do not modify previously accepted Booking Confirmations.
SaaS Booking: a booking created by Operator for its own client where a specific vehicle is assigned at the time of booking.
Marketplace Booking: a booking created on the Marketplace (Retail or Corporate) against a Fleet Class; Operator assigns a specific compliant vehicle before pickup.
Renter: the individual or business end user who enters into a rental with Operator.
Operator Content: fleet classes, vehicle details, images, descriptions, rate tables, policies, and trademarks provided by Operator.
Program: a participation program administered by Otto, including Marketplace (Retail) and any Corporate Program.
Policies: Platform rules and guidelines published in the dashboard or policy library, as updated under §17.2.
Dashboard: Otto's Operator portal used to manage profile, vehicles, pricing, documents, notices, and payouts.
Jurisdictional Addendum: an addendum for a specific country or state that sets mandatory local variations.
Handover: the transfer of possession to the Renter at pickup; "return" means the end-of-rental handback.
Affiliate: with respect to a party, any entity that controls, is controlled by, or is under common control with that party.
Otto IP: the Platform, underlying software, documentation, APIs, know-how, trademarks, logos, and brand assets, and all enhancements and derivative works; owned by Otto Rentals Inc. and licensed to its Affiliates.
Own-Client: a customer of Operator that was not introduced via the Platform (including Operator's existing or independently acquired individual or corporate clients).
Public Price List: Otto's publicly available pricing page for SaaS features and marketplace fees, as updated under §17.2, at [Price List URL].
Hosted PSP Balance: the portion of funds credited to Otto's PSP merchant account that Otto designates in its ledger as available to Operator for withdrawal, subject to PSP holds/locks and this Agreement.
Fee Invoice: Otto's monthly invoice for amounts due (e.g., commissions, subscriptions, refunds, chargebacks, adjustments) under this Agreement.
Netting Authorization: Operator's authorization for Otto (and the PSP on Otto's instruction) to deduct amounts due to Otto from the Hosted PSP Balance or any payout method on file.

2) Relationship; Roles; No Control

2.1 Nature of services; capacity. Otto operates the Platform as a technology service. For Marketplace – Retail Bookings, the rental contract is formed directly between Operator and the Renter under the applicable Renter Terms. For Marketplace – Corporate Bookings, per-booking Direct Service Terms (DST) are generated by the Platform and form a contract directly between Operator and the Corporate for that Booking. Otto is not a party to the Operator↔Renter or Operator↔Corporate contracts, is not a vehicle owner or lessor, and does not direct or control Operator's operations. Where the Booking is paid through the Otto Payment Infrastructure, Otto acts solely as Operator's limited agent-of-payee for receipt of funds (see §6).

2.2 Assignment of vehicles. Marketplace Bookings are requested and confirmed against a Fleet Class; Operator must allocate a compliant vehicle prior to pickup and the allocated vehicle must meet or exceed the booked class. SaaS Bookings (Operator's own clients) require Operator to assign a specific vehicle at the time of booking unless the parties agree to a change that is reflected in the Booking Confirmation.

2.3 Independent contractors. The parties are independent contractors. No partnership, joint venture, franchise, or employment relationship is created by this Agreement.

2.5 SaaS / Own-Client use. Operator may use the Platform to manage Own-Clients at Operator's discretion, including Operator-defined SaaS Client Terms, pricing, and policies, provided Operator complies with applicable law, this Agreement's technical and safety requirements, and Section 10 (Data). Marketplace-specific obligations (including ranking, service credits, Program Eligibility Thresholds, and anti-steering in the Marketplace Addendum) do not apply to SaaS / Own-Client use.

3) Enrollment; Eligibility & Compliance

3.1 Enrollment; information. Operator must maintain complete and accurate business profile information, licenses, vehicle ownership/authorization, tax/KYC details, and payout credentials in the dashboard. Otto may require KYC/AML/sanctions screening and proof of insurance and may re-verify from time to time.

3.2 Compliance with law. Operator will, at its cost, comply with all laws and regulations that apply to its vehicles and operations, including motor vehicle, road safety, privacy/data, telematics, consumer, airport/municipal, and rental/car-sharing requirements.

3.3 Sanctions; anti-corruption. Operator represents that it is not owned or controlled by a sanctioned party and will comply with export controls, sanctions, and anti-bribery/anti-corruption laws.

3.4 Safety recalls. Operator will not offer or operate vehicles subject to open safety recalls unless permitted by law and fully remedied as required.

3.5 Program eligibility; activation. Otto enables access to Marketplace (Retail) and Corporate Programs when Operator meets and maintains the applicable Program Eligibility Thresholds based on Otto's Operator Score and other criteria (including KYC/document completeness and Fleet Class coverage). Otto may disable or limit Program access if thresholds are not met. On request, Otto will provide a brief explanation of gating/degating decisions and current score banding; Operator may request a review after 30 days.

Otto may update Program Eligibility Thresholds, signal definitions, and Operator Score weightings from time to time; Otto will provide notice via the dashboard or email where practicable. Updates apply prospectively and do not alter previously accepted Booking Confirmations.

4) Fleet; Availability; Handover

4.1 Accuracy. Operator will ensure fleet records (per-vehicle make/model/year/VIN or registration, transmission, drivetrain, seating, mileage limits, insurance, applicable fees, and operational status) are accurate and kept current.

4.2 Fleet Classes; changes. Otto may add, remove, or rename Fleet Classes or adjust class specifications from time to time; Otto will provide notice via the dashboard or policy updates. These changes do not affect previously confirmed Booking Particulars.

4.3 Handover. Operator will deliver vehicles timely, verify identity and license per policy, document condition (pre/post), and capture fuel/charge and mileage. For Marketplace Bookings, Operator must assign a compliant vehicle before pickup; for SaaS Bookings, the assigned vehicle is selected at the time of booking unless changed by mutual agreement and reflected in the Booking Confirmation.

4.5 SaaS Bookings. For SaaS Bookings, Operator sets rates, inclusions, and vehicle assignment under the SaaS Client Terms and may change these by agreement with the Own-Client. Booking Confirmations for SaaS Bookings are administrative records and do not modify Operator's SaaS Client Terms.

5) Vehicle Standards & Maintenance

5.1 Condition. Operator will provide vehicles that are roadworthy, clean, legally compliant, and free of material defects. Tires, brakes, lighting, and safety equipment must be in good working order.

5.2 Registration and insurance. Each vehicle must be properly registered and insured under a policy that expressly permits use as a rental vehicle. This includes:

(a) self-drive rental/hire, and
(b) where Operator provides a driver, chauffeured/carriage of passengers for hire or reward, in each case for the jurisdiction(s) of operation. Coverage must, at minimum, include:
(i) statutory third-party liability at or above mandated limits, and
(ii) responsibility for physical damage to the vehicle (e.g., comprehensive/collision or equivalent). Policies that are personal-use only or that exclude hire-and-reward or car-sharing/rental uses are not acceptable. Coverage must extend to Renters and authorized additional drivers under the Renter Terms, and apply during handover, use, and return. Operator will furnish proof of insurance on request and will not operate a vehicle during any lapse, cancellation, or material restriction. Program or Jurisdictional Addenda may specify higher limits or different allocations; those terms control.

5.3 Telematics. Operator may use telematics for safety, fraud prevention, billing, and dispute resolution in compliance with applicable privacy laws. Required notices/consents are surfaced by the Platform to Renters. Operator will not disable required telemetry during rentals except where necessary to comply with law or regulator direction.

6) Payments; Limited Agent-of-Payee; Payouts; Offsets

Context. For on-platform payments, funds are credited to Otto's PSP merchant account and recorded to Operator as a Hosted PSP Balance. Otto does not operate a bank account or hold funds in trust; Operator may request withdrawals from the Hosted PSP Balance per this §6 and PSP Rules.

Fees; Subscriptions (SaaS). Operator may subscribe to paid Platform features on a monthly basis. Pricing and tiers are stated in the Public Price List or a Program Order Form and may be updated under §17.2. Unless the Price List or Order Form states otherwise, subscription fees are billed monthly in advance, are non-refundable, and are inclusive of applicable taxes in the service locale.

SaaS / Own-Client payments. Operator may collect payment for SaaS Bookings off-platform; if Operator elects to use the Otto Payment Infrastructure, §6 and Schedule B apply.

6.1 Limited agent-of-payee (scope). For any Booking where payment is processed using the Otto Payment Infrastructure, Operator appoints Otto as its limited agent-of-payee solely to accept those payments on Operator's behalf. Receipt by Otto or its PSP constitutes receipt by Operator to the extent of the amount received. Until Settlement is confirmed by the PSP, payments may be subject to holds, reversals, or compliance review; Otto may defer Payouts until Settlement occurs. For payments collected directly by Operator or a third party outside the Otto Payment Infrastructure, Otto is not the agent-of-payee, does not handle settlement, refunds, or chargebacks, and has no responsibility for such payments.

6.2 Withdrawals; Hosted PSP Balance; currency & FX. For on-platform payments, funds credit to the Hosted PSP Balance. Operator may request withdrawals to its bank account or supported payout method (as shown in the dashboard); timing and options may vary by PSP and bank cut-offs. Where the payment currency differs from the withdrawal currency, the PSP's exchange rate and fees apply. Otto is not responsible for PSP or bank fees beyond its control. Otto does not pay interest on the Hosted PSP Balance. For off-platform payments collected directly by Operator, Otto owes no payout.

6.3 Reserves & holds. For on-platform payments, Otto or a PSP may establish or adjust reserves/holds where risk materially increases (e.g., spikes in disputes/chargebacks, fraud indicators, insolvency risk) or as required under PSP Rules, providing notice where practicable. Hosted PSP Balance controls. Otto or the PSP may place a reserve, rolling hold, or temporary lock on all or part of the Hosted PSP Balance (e.g., elevated dispute rates, fraud indicators, regulatory checks) until claims are resolved or the risk subsides.

6.4 Netting; offsets; negative balances. Under the Netting Authorization, Otto may deduct Fees, chargebacks, refunds, taxes Otto must remit, and any other amounts due under this Agreement from the Hosted PSP Balance. Otto or its Affiliates may also set off against amounts otherwise payable to Operator outside the Hosted PSP Balance. If amounts due exceed the Hosted PSP Balance, the shortfall is due within 7 days of the Fee Invoice and may accrue 1% per month (or the maximum permitted by law). Operator authorizes Otto (or the PSP on Otto's instruction) to auto-debit any designated payout method for unpaid shortfalls.

6.5 Chargebacks. Where a payment is processed via the Otto Payment Infrastructure, allocation and cooperation duties are described in Schedule B and Operator will timely provide evidence we reasonably request within the windows specified by the PSP. For off-platform payments, Operator is solely responsible for responding to and bearing losses from chargebacks, reversals, and retrievals.

6.6 Taxes & reporting. Where designated marketplace facilitator, Otto will collect/remit applicable transaction taxes and report seller income (e.g., 1099, DAC7). Operator is responsible for its own income and business taxes. Where law requires Otto (or a Local Otto Entity) to withhold or self-assess taxes on amounts paid or collected hereunder, Otto may deduct such amounts from payouts and will provide the corresponding statutory certificate/record upon request. Amounts so withheld are not a breach and reduce the related payout accordingly.

6.7 Monthly statements; deemed accepted (errors excepted). Otto may correct manifest errors on a subsequent statement.

Availability; outages. The Otto Payment Infrastructure depends on third-party PSPs and banking/wallet networks. Otto does not guarantee uninterrupted availability of Payment Methods and is not liable for delays or failures caused by PSPs, banks, or schemes; such events constitute force majeure under §19.

7) Cancellations; Substitutions; No-Shows

7.1 Operator-initiated cancellations. Operator will avoid cancellations. If Operator cancels without a valid basis (e.g., safety issue), Otto may apply remedies in Schedule A and pass through standardized service credits to the Renter as described in Policies.

7.2 Substitution. If substitution is necessary, the substitute vehicle must be equivalent or better (same class, seating, luggage, drivetrain, transmission, model year ±2, and condition; no downgrade in insurance/mileage). The Renter may decline a non-equivalent substitution for a full refund.

7.4 SaaS cancellations. Cancellations and remedies for SaaS Bookings are governed by Operator's SaaS Client Terms. Schedule A remedies and Service Credits do not apply to SaaS Bookings.

8) Damage; Fees; Claims Process

8.1 Evidence. Operator will document pre- and post-rental vehicle condition (time-stamped photos/video, odometer, fuel/charge level) and upload promptly via the Platform.

8.2 Submission windows. Damage, fuel/charge, cleaning, late, and mileage claims must be submitted with supporting evidence within the timeframes specified in Schedule C and applicable Policies. Operator must cooperate with investigations and with any insurer.

8.3 Recoveries. Where Otto processed the original payment or maintains a valid payment method on file via the Otto Payment Infrastructure, Otto may charge or collect approved post-rental amounts and net them against Operator payouts. Otherwise, Operator must collect amounts directly from the payer.

9) Content; IP; Reviews

9.1 License to Operator Content. Operator grants Otto a non-exclusive, worldwide, royalty-free license to host, use, reproduce, display, adapt, and distribute Operator Content for Platform operation, promotion of the Platform, and related services, including sublicensing to service providers. Except for this license, Otto acquires no ownership in Operator Content.

9.2 Trademarks; publicity. Otto may identify Operator as a marketplace participant and may use Operator's name and marks in lists of participants. Operator receives no license to Otto IP or Otto trademarks except for display of Operator Content within the Platform user interface; any other trademark or brand use (including co-branding) requires Otto's prior written consent. Otto IP is owned by Otto Rentals Inc. and licensed to its Affiliates.

9.3 Reviews. Reviews are user-generated content. Otto may moderate per Policy and keep an audit trail. Operator will not manipulate reviews or offer consideration for reviews. A reasonable right of appeal applies under the Policy.

10) Data Sharing & Privacy

10.1 Roles. For marketplace operations, Otto and Operator generally act as independent controllers of the personal data each determines to process. If, in specific scenarios, Otto processes personal data solely on Operator's documented instructions, the parties will execute a separate data processing agreement. In Kenya, as further described in the Kenya Jurisdictional Addendum, Froncourse Investments Limited (Otto KE) Ltd. acts as the controller for its local operations; this does not alter the controller–controller allocation for marketplace operations in this Section.

10.3 Telemetry. Categories and purposes of telematics are summarized in Schedule D and surfaced to Renters in the Platform terms and policies.

10.4 Security and incidents. Each party will implement appropriate technical and organizational measures. If a security incident affects the other party's data, the affected party will be notified without undue delay and the parties will cooperate on response.

10.5 Cross-border transfers. Where required, the parties will use valid transfer mechanisms (e.g., SCCs) for international transfers.

11) Compliance; Safety; Investigations

Operator will cooperate with reasonable investigations into safety, fraud, or Policy violations and provide records relevant to a specific Booking (including telematics snippets and handover documents), in each case subject to applicable privacy law and lawful process.

12) Non-Circumvention; Off-Platform Transactions

For any Renter first introduced via the Platform, Operator will not circumvent the Platform to avoid fees for substantially similar vehicle rental services for a period of 12 months from the last Otto-originated Booking with that Renter (the period resets upon each Otto-originated Booking), except where prohibited by law. This restriction does not apply to Operator's Own-Clients, nor to Operator's pre-existing or independently acquired relationships evidenced before Otto's first introduction.

13) Confidentiality

Non-public information disclosed by one party to the other marked or reasonably understood as confidential will be protected and used only for this Agreement. Exceptions include information that is public, independently developed, or rightfully received from a third party.

14) Indemnification

14.1 Scope. Operator will defend, indemnify, and hold harmless Otto and its affiliates, and their respective directors, officers, employees, and agents, from and against third-party claims to the extent arising from:

(a) Operator's vehicles, fleet records, or services;
(b) Operator's breach of law or this Agreement;
(c) Operator's gross negligence or willful misconduct; or
(d) infringement or misappropriation by Operator Content. 14.2 Procedure. Otto will provide prompt notice of a claim (delay will not relieve obligations except to the extent prejudicial). Operator will control the defense and settlement, but may not settle any claim that imposes non-monetary obligations on, or admits fault by, Otto without Otto's prior written consent. Otto will reasonably cooperate at Operator's expense.

15) Disclaimers; Limitation of Liability

15.1 No warranties. The Platform and related services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Otto disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15.2 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

15.3 Cap on liability. Otto's aggregate liability arising out of or relating to this Agreement will not exceed the greater of USD [●] or the fees paid by Operator to Otto (net of payouts) in the 6 months preceding the event giving rise to the claim. The foregoing cap does not apply to amounts finally awarded for third-party claims covered by §14, or to liability for gross negligence or willful misconduct where such limitations are not permitted by law.

16) Term; Suspension; Termination

16.1 Term. This Agreement commences when Operator accepts it (including by onboarding or using the Platform) and continues until terminated.

16.2 Suspension. Otto may suspend access to the Platform, Marketplace allocation, or specific Program participation immediately where Otto reasonably determines that:

(a) safety or fraud risks exist,
(b) Operator is in material breach of this Agreement or Policies,
(c) legal or regulatory concerns require action,
(d) dispute/chargeback rates or negative balances materially increase, or
(e) Operator no longer meets Program Eligibility Thresholds. Where practicable, Otto will provide notice and a brief explanation.

16.3 Termination. Either party may terminate this Agreement for convenience on 30 days' written notice. Otto may terminate immediately for cause (including repeated material breaches, illegal conduct, fraud, safety risks, or failure to remediate suspension grounds).

16.4 Effect of termination. Bookings accepted before termination must be honored unless canceled under applicable Policies. Sections that by their nature survive (including payments/offsets, confidentiality, data use limits, indemnification, limitations of liability, dispute resolution, and accrued obligations) will survive termination.

16.5 Data retention. Each party may retain copies of Booking records and other information as required by law, for audits, insurance, tax, or dispute resolution, subject to Section 10.

17) Changes to Agreement; Policy & Schedule Updates

17.1 Agreement updates. Otto may update this Agreement by providing 30 days' advance notice to Operator (e.g., via dashboard or email). If Operator objects, Operator may terminate this Agreement before the effective date; continued use of the Platform after the effective date constitutes acceptance.

17.2 Schedules and Policies. Otto may update Schedules and Policies (including Schedule A metrics) with notice. Material adverse changes take effect 15 days after notice unless a shorter period is required by law or to address security, fraud, or safety risks.

17.3 Order of precedence. Updates to Schedules and Policies do not modify this Agreement unless expressly stated. In case of conflict, the order in Hierarchy / Incorporated Documents applies.

18) Dispute Resolution (B2B); Governing Law

18.1 Agreement to arbitrate. Any dispute, claim, or controversy between Operator and Otto arising out of or relating to this Agreement will be resolved by binding individual arbitration under the AAA Commercial Arbitration Rules. The seat is Wilmington, Delaware; the governing law is Delaware law (excluding conflict-of-law rules). Proceedings and awards are confidential. Judgment may be entered in any court of competent jurisdiction.

18.2 Class waiver; severability. Class, collective, or representative actions are not permitted. If the class waiver is unenforceable as to a particular dispute, that dispute must proceed in court; the remainder of this clause remains in force. If any other portion of this Section is unenforceable, sever only that portion.

18.3 Small claims; IP relief. Either party may bring an individual action in small-claims court or seek temporary injunctive relief to protect intellectual property or prevent unauthorized access/use of the Services.

18.4 Opt-out. Operator may opt out of arbitration within 30 days of first acceptance by emailing arbitration-optout@otto.rentals or mailing Otto Rentals Inc., Attn: Legal – Arbitration Opt-Out, [Address].

19) General

Notices. Formal notices must be sent to legal@otto.rentals and to Operator's dashboard-listed email, with a copy by post to Otto Rentals Inc., Attn: Legal, [Street], [City], [State] [ZIP], USA. Otto may provide routine notices via the dashboard or in-app messages. Notices are deemed received on delivery (email) or three business days after mailing (post).
Assignment. Operator may not assign this Agreement without Otto's prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets, provided Operator gives prompt notice and the assignee assumes all obligations. Otto may assign this Agreement to an affiliate or in connection with a corporate transaction.
Entire agreement; order of precedence. This Agreement, including the Schedules, Addenda, and incorporated Policies, constitutes the entire agreement on its subject matter and supersedes prior agreements. The order of precedence in Hierarchy / Incorporated Documents applies to conflicts.
Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or franchise.
Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect. A failure to enforce is not a waiver.
Force majeure. Neither party is liable for delays or failures due to events beyond that party's reasonable control (including natural disasters, war, terrorism, labor disputes, governmental actions, utility outages, or internet failures).
Publicity. Otto may identify Operator as a participant in the Platform. Press releases require the other party's written consent.
Export; sanctions. Operator must comply with applicable export-control and sanctions laws.

Schedule A — Operator Standards & Platform Remedies

This Schedule applies to Marketplace Bookings and Corporate Program Bookings. It does not apply to SaaS Bookings with Own-Clients, except that technical and safety requirements and Section 10 (Data) remain applicable. Payment handling for SaaS applies only if Operator uses the Otto Payment Infrastructure. Unless stated otherwise, metrics are measured on a rolling 90-day basis and by service locale. Otto may update Performance Standards and Platform Remedies under §17.2; material adverse changes take effect 15 days after notice. Changes do not modify previously accepted Booking Confirmations.

A1. Performance Standards

On-time handover: ≥ 98% of pickups commence within 15 minutes of the scheduled time.
Operator-initiated cancellations: ≤ 2% (excluding safety, force majeure, or mutually agreed changes).
Response time: median response to booking messages < 15 minutes during local business hours.
Substitution equivalency: substitute vehicles must meet Agreement §7.2.
Evidence timeliness: pre/post-rental condition evidence uploaded within 24 hours of handover/return.
Safety & compliance: no operation with known critical defects or open safety recalls; adhere to verification, anti-discrimination, and other published Policies.

A2. Conduct

Operator must maintain professional communications, must not harass or retaliate for fair reviews, and must not steer or solicit off-platform transactions for active or Otto-introduced Bookings (§12).

A3. Platform Remedies

Remedies are discretionary, proportionate, and may be combined:

Guidance notice and operational coaching.
Marketplace ranking demotion or temporary allocation pause.
Program removal or gating (activation/deactivation) based on Operator Score versus Program Eligibility Thresholds.
Adjustment of reserves/holds under §6.3.
Pass-through of standardized service credits under Policies/Schedule A A3(5), funded by Operator and netted from payouts. Scope: Remedies in A3 apply only to Marketplace/Corporate Program participation and not to SaaS use.

A4. Review of Gating Decisions

On request, Otto will provide a brief explanation of gating/degating decisions and current score banding. Operator may request a review after 30 days.

A5. Records; Audit Trail

Operator will maintain and provide upon reasonable request Booking-level records (handover/return evidence, communications, telematics snippets) relevant to a specific dispute, subject to Section 10.

Schedule B — Payment & Chargebacks

Scope. This Schedule applies only to payments processed via the Otto Payment Infrastructure using third-party Payment Service Providers (PSPs). For off-platform payments collected directly by Operator, Operator is solely responsible for collection, refunds, reversals, and chargebacks; Otto's payout, reserve, and chargeback processes do not apply.

B1. Withdrawals. Withdrawal options and timing are shown in the dashboard and may vary by PSP, banks, currency, or locale. Fees, chargebacks, and adjustments may be netted from the Hosted PSP Balance before a withdrawal.

B2. Reserves and Holds. Otto may set or adjust rolling reserves or transaction holds based on risk indicators (e.g., dispute rates, fraud signals, negative balance history, onboarding risk). Otto will provide notice where practicable.

B3. Offsets and Negative Balances. Otto may offset amounts described in Agreement §6.4. Negative balances are due and bear interest as set out in §6.4.

B4. Chargebacks (on-platform). Operator must timely provide evidence reasonably requested by Otto or the PSP, which may include: pre/post condition imagery, handover forms, communications history, telematics excerpts, driver/ID verification logs, and service/cleaning receipts. Evidence must be submitted within the PSP-specified windows. Failure to provide evidence within the requested window may result in loss of the chargeback. Where a PSP makes a final decision adverse to the transaction, Otto may pass through the resulting loss. If a chargeback or retrieval is upheld, the PSP may debit the Hosted PSP Balance; if insufficient, Otto may invoice Operator and net the amount under §6.4.

B5. Refunds. Where Otto processed the original payment, refunds must be issued through the Otto Payment Infrastructure and are netted from the Hosted PSP Balance or invoiced to Operator if insufficient balance remains. Where required by a PSP (e.g., refund-before-representment rules), Otto may implement such requirements and net related amounts from the Hosted PSP Balance.

B6. Taxes and Reporting. Transaction tax handling and income reporting follow Agreement §6.6 and applicable marketplace-facilitator regimes.

Schedule C — Insurance & Claims

C1. Primary Responsibility. Unless superseded by a Jurisdictional Addendum or Program documents, Operator is responsible for maintaining legally required financial responsibility and insurance for vehicles during Bookings.

C2. Insurance Evidence. On request, Operator must provide certificates or other proof of insurance and promptly notify Otto of any cancellation or material change.

C3. Protection Plans. If Otto offers optional protection plans, their terms govern the extent of Renter liability and claims handling for those plans. Such plans do not reduce Operator's legal obligations where law requires Operator coverage.

C4. Incidents; Reporting. Operator must promptly report incidents to relevant authorities where required, notify Otto, preserve evidence (including telematics), and cooperate with investigations and insurers.

C5. Subrogation; Salvage. Each party will preserve rights of subrogation and coordinate salvage or total-loss handling with the responsible insurer.

C6. Jurisdictional Variations. Certain locales impose platform-specific insurance or notice regimes; the applicable Jurisdictional Addendum prevails for those locations.

Schedule D — Data Sharing & Telematics

D1. Categories. Identity/contact data; license/eligibility; booking details; payment metadata; in-app communications; reviews; and telematics data (e.g., location, mileage, diagnostics, and—if enabled—driving behavior).

D2. Purposes. Safety, fraud prevention, booking fulfillment, billing/fees, insurance/claims, dispute resolution, support, analytics, and compliance.

D3. Legal Bases and Rights. Each party is responsible for establishing its own lawful basis and honoring data-subject rights applicable to the data it controls.

D4. Retention. Retain personal data no longer than necessary for the purposes above or as required by law, then delete or de-identify it.

D5. Security and Incidents. Maintain appropriate technical and organizational measures; notify the other party without undue delay of any security incident affecting shared data and cooperate on remediation.

D6. Cross-Border Transfers. Use appropriate transfer mechanisms (e.g., SCCs) for international transfers where required by law.

D7. Lawful Requests. Respond to law-enforcement or other legal requests consistent with applicable law and notify the other party unless legally prohibited.

Jurisdictional Addendum — Kenya

Contracting entity. For Bookings performed in Kenya, "Otto" means Froncourse Investments Limited (Otto KE) Ltd. (company no. [●]).
Invoicing & eTIMS. Froncourse Investments Limited (Otto KE) Ltd. issues tax invoices/credit notes for Otto fees where required by law. Operator must provide a valid KRA PIN and accept eTIMS-compliant invoicing.
VAT. Otto KE applies Kenya VAT at the applicable rate (currently 16%) to taxable supplies; credit notes will be issued via eTIMS where adjustments apply.
Data controller note. Froncourse Investments Limited (Otto KE) Ltd. acts as data controller for Kenya-originating operations as described in Section 10; this does not alter the controller–controller allocation for marketplace operations.
Mandatory local rules. Nothing in this Agreement limits non-waivable rights under Kenyan consumer, rental, or transport law. Additional operational requirements (e.g., airport/municipal permits) remain Operator's responsibility.
Merchant of Record (Kenya). For Marketplace Bookings, Operator is the merchant of record with respect to the rental supply to the Renter and remains responsible for invoicing and any applicable transaction taxes on that supply. Where Otto KE collects payments via the Otto Payment Infrastructure as agent-of-payee, Agreement §6 governs and Otto KE will issue eTIMS tax invoices/credit notes only for Otto fees and commissions.
Withdrawal timelines. Payout timelines follow the dashboard schedule and may reflect PSP settlement windows for KES and other currencies.
Governing law; forum (local claims). Without limiting §18, disputes exclusively concerning compliance with Kenyan tax administration (including eTIMS) or non-waivable Kenyan consumer/rental statutes may be brought in the courts of Nairobi, Kenya, and Kenyan law applies to those limited issues.

Operator Participation Addendum — Corporate Programs

This Addendum governs Program Bookings only and does not apply to SaaS Bookings with Own-Clients.

Enrollment; activation. Operator enrolls by enabling Corporate Program participation in the dashboard or executing a Program enrollment. Activation and continued access are at Otto's discretion and require Operator to meet and maintain the applicable Program Eligibility Thresholds based on Otto's Operator Score and other criteria (including KYC/document completeness and Fleet Class coverage). Otto may disable or limit access if thresholds are not met.
Per-booking DST. For each Corporate Booking referencing a Program, the Platform generates Direct Service Terms (DST) specifying the Booking Particulars (vehicle, rate, inclusions, mileage/insurance allocation, SLAs) and incorporating the then-current Corporate Operator Terms for that Program. The DST is accepted by Operator's booking acceptance and the Corporate's initiation/approval. Otto is not a party to the DST.
Order of precedence (Program). In case of conflict for a Program Booking, the following apply:
- (a) DST and incorporated Corporate Operator Terms govern Operator↔Corporate;
- (b) this Addendum and the Agreement govern Otto↔Operator; and
- (c) Policies supplement but do not override unless expressly stated.
Allocation; assignment. Requests are published against a Fleet Class. Operator must assign a compliant vehicle prior to pickup; substitutions must comply with Agreement §7.2.
Insurance; allocation of responsibility. Program documents may allocate liability/physical damage responsibility (e.g., Corporate-provided coverage). Where the Program specifies an allocation, that allocation governs Operator↔Corporate for that Booking.
Payments. Corporates pay Otto for Program Bookings unless otherwise stated in the Program. Otto will remit Operator amounts due in accordance with Agreement §6 when paid via the Otto Payment Infrastructure.
Credits; pass-through. Service credits owed by Operator to a Corporate under the DST or Corporate Operator Terms may be administered by Otto as Operator's agent-of-payee by netting against payouts or invoicing Operator; Otto's role is ministerial.
Communications; anti-steering. Prior to confirmation, Operator must communicate only via in-app messaging. After confirmation, limited contact details may be shared for logistics. Operator may not solicit off-platform payment or steer Corporates off-platform for Program Bookings.
Safety; immobilization. If Operator uses remote immobilization, it may be engaged only when the vehicle is stationary in a safe location, never while in motion, and only after lawful notice and attempted contact with the driver, consistent with applicable law and Policy. Operator must log the reason, time, and location and promptly notify Otto via the case channel.
Evidence; audit trail. Otto will maintain a ledger capturing Booking ID, Operator ID, Corporate ID, Program code, and terms version. Operator must retain and provide Booking-level evidence upon request, consistent with law and Policy.
Governing law and venue (Operator↔Corporate). Disputes between Operator and a Corporate regarding a Program Booking follow the governing law and venue stated in the DST or, if none, the service locale. Otto's dispute clause does not apply to Operator↔Corporate disputes.
Suspension; removal. Otto may suspend or remove Operator from a Program for repeated misses of Program standards, safety risks, fraud indicators, failure to maintain Program Eligibility Thresholds, or policy breaches under Schedule A.
No guarantee. Program participation does not guarantee allocation or volume.

Operator Participation Addendum — Marketplace (Retail) Program

This Addendum applies when Operator is activated for the Marketplace (Retail) program (the "Program"). It forms part of the Agreement. Capitalized terms have the meanings given in the Agreement.

Enrollment; activation; eligibility. Operator enrolls in the Program by enabling Marketplace participation in the dashboard or by executing a Marketplace enrollment. Activation and continued access are at Otto's discretion and require Operator to meet and maintain the applicable Program Eligibility Thresholds based on Otto's Operator Score and other criteria (including KYC/document completeness and Fleet Class coverage). Otto may disable or limit access if thresholds are not met.
Booking formation; contracting. For Marketplace (Retail) Bookings, the Platform issues a Booking Confirmation setting the Booking Particulars. The rental contract forms between Operator and the Renter under the applicable Renter Terms. Otto is not a party to that contract.
Allocation; acceptance; vehicle assignment. Requests are published against a Fleet Class. Operator may accept or decline requests in-app. Upon acceptance, Operator must assign a compliant vehicle prior to pickup (or earlier if the workflow requires). Any substitution must comply with Agreement §7.2.
Commission.
- Commission Basis. Commission is calculated on the daily rate for the Booking and excludes taxes and third-party pass-through charges (e.g., tolls, fines, airport/municipal fees).
- Settlement. Commission on Otto Leads is settled monthly in arrears and is netted against payouts per Agreement §6.4, with a monthly statement available in the dashboard.
Payments and withdrawals. Where the Booking is paid via the Otto Payment Infrastructure, funds credit to the Hosted PSP Balance; Operator may request withdrawals. Commission and other Fees are settled monthly in arrears and may be netted from the Hosted PSP Balance per Agreement §6.4. Operator must not solicit or require off-platform payment before or during an active Marketplace Booking. If a Booking is not paid via the Otto Payment Infrastructure (if permitted), Operator is solely responsible for collection, refunds, and chargebacks.
Cancellations; substitutions; credits. Operator-initiated cancellations are discouraged and governed by Schedule A. Where a missed on-time handover or Operator cancellation occurs, Otto may pass through standardized service credits to the Renter under Schedule A A3(5), funded by Operator and netted from payouts.
This Section applies to Marketplace Bookings and does not restrict Operator's communications or payment arrangements with Own-Clients for SaaS Bookings.
Claims and evidence. Operator must capture and upload pre- and post-rental condition evidence in accordance with Agreement §8.1 and submit any post-rental claims within the timeframes in Schedule C and applicable Policies. Failure to timely provide evidence may result in denial of recovery or chargeback loss under Schedule B.
Safety; immobilization. If Operator uses remote immobilization, it may be engaged only when the vehicle is stationary in a safe location, never while in motion, and only after lawful notice and attempted contact with the Renter, consistent with applicable law and policy. Operator must log the reason, time, and location of any immobilization and promptly notify Otto via the case channel.
Reviews and ranking. Marketplace ranking and badges may reflect performance against Schedule A metrics, dispute rates, and customer feedback. Operator may not manipulate reviews or offer consideration for reviews.
Taxes; tolls; fines. Operator is responsible for its own business and income taxes. Transaction taxes are handled per Agreement §6.6 and any marketplace-facilitator rules. Tolls, fines, and penalties may be passed through only with supporting evidence and as permitted by policy and law.
Suspension or removal. Otto may suspend or remove Operator from the Program for repeated misses of Program standards, safety risks, fraud indicators, failure to maintain Program Eligibility Thresholds, or policy breaches under Schedule A.
No guarantee. Program participation does not guarantee allocation or volume.