License and Terms of Use for Alpha Program 

Last Updated: 2025-09-03

This License and Terms of Use (the "Terms") govern your access to and use of the Software (as defined below) provided by Otonoma ("we," "us," or "our"). By downloading, installing, accessing, or using the Software or otherwise affirmatively indicating your acceptance to these Terms, you ("you" or "User") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, company, or legal entity, you represent to us that you have the authority to bind such organization, company or legal entity to these Terms. If you do not agree to these Terms, do not download, install, access, or use the Software. 

1. License Grant

Subject to your ongoing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable limited license during the Term to:

  • Download and install the executable object code version of the Otonoma software product that we deliver or make available to you (the “Software”) on your compatible devices; and

  • use the Software for the purpose of developing, testing, and integrating applications, libraries, or other software components (collectively, "Your Applications") and distributing Your Applications pursuant to these Terms.

2. Restrictions

Except as expressly permitted in these Terms, you are prohibited from, and shall not authorize any third party to:

  • Sublicensing, selling, renting, leasing, lending, redistributing, or otherwise transferring the Software or any rights therein.

  • Reverse engineering, decompiling, disassembling, or attempting to derive the source code of the Software (except to the extent such activity is expressly permitted by applicable law notwithstanding this limitation).

  • Removing, altering, or obscuring any proprietary notices (including copyright and trademark notices) contained within the Software.

  • Using the Software for any purpose that is illegal, harmful, or in violation of these Terms.

  • Representing that Your Applications are endorsed by, affiliated with, or certified by us without our express written consent.

3. Your Obligations

You will prevent any authorized use of the Software, Documentation and Your Applications and will immediately notify us in writing of any unauthorized use of which you become aware. You will immediately terminate any unauthorized use by persons having access to the Software or Your Applications. 

You will use the Software and any of Your Applications in compliance with all applicable laws and regulations, include all export control laws and regulations relating to your use of the Software and distribution of Your Applications. 

If you choose to distribute Your Applications, you agree to the following conditions:

  • You are solely responsible for the development, support, and maintenance of Your Applications.

  • You must ensure that your end users agree to terms that protect our intellectual property rights in the Software to at least the same extent as these Terms. This includes prohibiting reverse engineering, redistribution of the Software as a standalone product, and removal of proprietary notices.

  • You must not misrepresent the capabilities or functionality of the Software as it pertains to Your Applications.

  • You acknowledge that we provide the Software "AS IS" and without any warranties, and you will not make any warranties on our behalf regarding the Software to any third parties.

4. Intellectual Property Rights

Except for the License Grant to you pursuant to these Terms, we retain all right, title, and interest in and to the Software, including all intellectual property rights and other proprietary rights therein. The Software is protected by copyright laws and other intellectual property laws and treaties. The license granted to you is limited to the rights expressly stated in these Terms, and you acknowledge that the license granted pursuant to these Terms is not a sale and does not transfer title or ownership of the Software to you.

As between you and us, you retain all right, title and interest, including all intellectual property rights to Your Applications, including any data or information you generate as a result of Your Applications and your use of the Software. You acknowledge and agree that we are not responsible for Your Applications.

If you provide feedback regarding the use, operation, performance and functionality of the Software, you hereby assign to us all right, title and interest in and to the feedback, and we are free to use the feedback without payment or restriction.

5. Privacy 

We may process your email address, usage data, and support data in connection with the Software and use such data to operate the Software, to respond to your support requests, and for other lawful business purpose.

6. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF ERRORS OR VIRUSES, UNINTERRUPTED, SECURE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTIES AND ASSUME NO RESPONSIBILITY FOR YOUR APPLICATIONS. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OTONOMA, OR ITS OFFICERS, EMPLOYEES, DIRECTORS, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF THESE TERMS OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE SHALL NOT EXCEED $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification

You agree to indemnify, defend, and hold harmless Otonoma and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of or access to the Software; (b) your violation of these Terms; (c) Your Applications and any distribution thereof; or (d) your infringement of any intellectual property or other right of any person or entity.

9. Term; Termination

Your license to use the Software will remain in effect until we provide notice to you of the conclusion of our Alpha Program (the “Term”). We may terminate these Terms at any time, with or without cause, upon notice to you. Upon termination, you shall cease all use of the Software and destroy all copies, full or partial, of the Software in your possession or control. Sections 2, 5, 6, 7, 8, 9, 10 and 12 shall survive any termination of these Terms.

10. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by or otherwise obtained from a Party (“Disclosing Party”) to or by the other Party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, our “Confidential Information” includes each the Software and all documentation made available by us. However, “Confidential Information” does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (b) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding the foregoing, we are permitted to disclose your Confidential Information on a need to know basis to our employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. 

11. Support

We have no obligation to provide support or other services in connection with the Software. Notwithstanding the foregoing, you may submit support requests through a support ticketing system made available by us on our website. You acknowledge and agree that any information, data, or materials you choose to provide us in connection with a support request may be accessed, processed, and used by us and our service providers for the purpose of reviewing, diagnosing and addressing the request and you are solely responsible for ensuring that the information you provide does not include confidential information of any third party or personal data not necessary to the support request.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or relating to these Terms or the Software shall be instituted exclusively in the federal or state courts located in Seattle, Washington, and you irrevocably submit to the jurisdiction of such courts.

13. Entire Agreement

These Terms constitute the entire agreement between you and Otonoma regarding the Software and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and us.

14. Modifications to These Terms

We reserve the right to modify or update these Terms at any time. We will provide notice of any material changes, such as by posting the updated Terms on our website or through other reasonable means. Your continued use of the Software after the effective date of any modified Terms constitutes your acceptance of the updated Terms.

15. Contact 

Notices to you will be sent to the email address you provided when you indicated your assent to these Terms or downloaded the Software.

If you have any questions about these Terms or you are required to give us notice, please contact us at:

devsupport@otonoma.com