Terms of Use

Last Updated: 2025-09-03

These Terms of Use (the "Terms") govern your access to and use of the software, including any related documentation, examples, and code (collectively, the "Software") provided by Otonoma ("we," "us," or "our"). By downloading, installing, accessing, or using the Software, you ("you" or "User") agree to be bound by 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 compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Download and install the Software on your compatible devices.

  • Use the Software for the purpose of developing, testing, and integrating applications, libraries, or other software components (collectively, "Your Applications").

2. Permitted Development Uses

Under this license, you are specifically permitted to:

  • Build upon the Software to create Your Applications.

  • Distribute Your Applications.

3. Restrictions

Except as expressly permitted in these Terms, you are prohibited from:

  • 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.

4. 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.

  • You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, liabilities, and expenses arising out of or related to Your Applications or your distribution thereof.

5. Intellectual Property Rights

We retain all right, title, and interest in and to the Software, including all intellectual property 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.

6. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, 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 ERROR-FREE, UNINTERRUPTED, SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OTONOMA 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 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 TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US (IF ANY) FOR THE SOFTWARE.

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; or (d) your infringement of any intellectual property or other right of any person or entity.

9. Termination

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 3, 4 (regarding indemnification), 5, 6, 7, 8, 9, and 10 shall survive any termination of these Terms.

10. 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.

11. 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.

12. 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.

13. Contact Us

If you have any questions about these Terms, please contact us at:

Otonoma - devsupport@otonoma.com