Terms & Conditions
Effective Date: 20 Jan 2025
Introduction
Welcome to SellWithOtto Inc. (“SellWithOtto”, “we”, “our”, or “us”). These Terms of Service (“Agreement”) constitute a legally binding agreement between SellWithOtto Inc., located at 202 W Curtis Street, Tampa, FL 33603, USA, and you (“Client”, “you”, or “your”), governing your use of our services, including outbound email campaigns and related marketing solutions, as described in your Proposal.
By clicking “I Agree” or by using any portion of the services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Definitions
“Agreement” refers to this Terms of Service document, including the Proposal and any amendments.
“Proposal” means the document provided by SellWithOtto outlining the specific services, pricing, and deliverables.
“Services” means the outbound marketing and automation services provided by SellWithOtto.
“Deliverables” means any work product provided to the Client, including but not limited to contact lists, marketing materials, email copy, and reports.
“Effective Date” is the date you accept the Proposal.
Order of Precedence
In case of conflict between these Terms and the Proposal, the terms of the Proposal shall take precedence.
Scope of Services
SellWithOtto shall provide the Services as outlined in the Proposal. Any changes to the scope of work must be agreed upon in writing.
Fees and Payment
All fees are detailed in your Proposal. Payments are due monthly or per the billing frequency specified. Changes to the scope after payment may require additional charges and a new agreement.
Client Responsibilities
You agree to: Provide accurate and timely information and materials needed to perform the Services. Review and approve any drafts or Deliverables within any specified time frame.
Authorization to Act on Your Behalf
You grant us permission to send communications on your behalf using your brand identity, including logos, trademarks, and company information, for the purpose of outbound campaigns.
Use of Artificial Intelligence
You acknowledge that some content may be generated using generative AI and may not be reviewed by a human before delivery. You accept responsibility for such content and agree to indemnify SellWithOtto against any related claims or liabilities.
No Guarantees
We do not guarantee specific outcomes from our Services, including leads, booked meetings, or campaign performance. Messaging outcomes may vary.
Indemnification
You agree to indemnify, defend, and hold harmless SellWithOtto from any claims, losses, or damages arising from your use of the Services, including content generated and sent on your behalf.
Limitation of Liability
SellWithOtto’s liability is limited to the amount paid by you for the current and immediately preceding billing cycle. We are not liable for any indirect or consequential damages.
Termination
This Agreement remains in effect until terminated: You may terminate at the end of any quarterly period with 30 days' notice. We may terminate with 30 days' notice. Outstanding fees remain payable through the termination date.
Confidentiality
Both Parties agree to protect confidential information and not to disclose it to third parties without prior written consent.
Non-Solicitation
You agree not to solicit or hire SellWithOtto employees or contractors during the term of this Agreement and for one year thereafter without written consent.
Miscellaneous
Severability: If any part of this Agreement is found invalid, the rest remains enforceable.
Entire Agreement: This Agreement and Proposal constitute the entire agreement.
Amendments: Must be in writing and signed by both Parties.
Waiver: No waiver is valid unless in writing.
Assignment: Neither Party may transfer rights without consent, except SellWithOtto may assign to a subsidiary.
Notices
All notices must be delivered in writing via email, certified mail, or overnight courier to the addresses provided in the Proposal.
Electronic Acceptance
Clicking “I Agree” or using the Services constitutes acceptance of this Agreement, with the same effect as a signed, written document.
Force Majeure
Neither Party is liable for delays or failures due to events beyond their control, including but not limited to natural disasters, war, government action, or pandemics.
Survival
Provisions intended to survive termination—such as confidentiality, indemnification, and limitations of liability—shall remain in effect.
Relationship of the Parties
This Agreement does not create a partnership or employment relationship. We operate as independent contractors.
Governing Law
This Agreement is governed by the laws of the State of Delaware, excluding its conflict of law rules.
Arbitration
Disputes shall be resolved by final and binding arbitration under the rules of the International Chamber of Commerce (ICC) in Delaware. Each Party bears its own legal costs, and arbitration fees are shared equally.
By clicking “I Agree” in the Proposal, you acknowledge and agree to these Terms of Service.
