Otso

Terms of Use

Last updated:  April 14, 2020

Welcome to Otso. Otso provides a guarantee program (the “Guarantee Program”) as an alternative to the traditional deposit that landlords (“Landlords” or “you”) typically require from tenants (“Tenants” “you”) in connection with a commercial lease. Under the Guarantee Program, payment of at least part of the deposit that would otherwise have been required is guaranteed minimizing the amount of cash (or cash equivalent) that a Tenant would have to provide for the security deposit. The websites Otso.io (the “Site”) and the Guarantee Program are provided and operated, and are being made available to you and the other users (the “Users” or “you”) by Otso Corp (“Otso”, “we”, “us”).

THESE TERMS OF (AS MODIFIED FROM TIME TO TIME, “TERMS”) GOVERN YOUR USE OF THE SITE AND THE APPLICATION BY TENANTS TO DETERMINE ELIGIBILITY FOR PARTICIPATION IN THE GUARANTEE PROGRAM BASED ON OTSO’S CREDIT AND FINANCIAL REQUIREMENTS (THE ‘CREDIT CHECK”).  BY CLICKING “I AGREE”, USING OR ACCESSING THE SITE OR APPLYING FOR A CREDIT CHECK OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS FOR AND ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND YOUR ORGANIZATION AND EACH USER SHALL BE BOUND BY THESE TERMS AND OTSO’S PRIVACY POLICY (HTTPS://OTSO.IO/LEGAL-CENTER/PRIVACY-POLICY/)(THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR.  If you do not have the legal authority to bind your organization, please do not apply for a Credit Check. From time to time, these Terms shall also apply to any upgrades or updates subsequently provided by Otso to the application process for a Credit Check. If you do not accept and agree to be bound by these Terms and/or the Privacy Policy, you are not authorized to access or otherwise use the Site or apply for a Credit Check.

Please note that these Terms do not govern the actual participation by Landlords or Tenants in the Guarantee Program. Participation is governed by the Alt Deposit Guarantee Program Agreement for Landlords and the Guarantee Agreement for Landlords and Tenants.

Eligibility

To apply for a Credit Check, you must be at least 18 years of age. In applying for a Credit Check, you represent that:

  • You are a Tenant and have entered into a lease with Landlord that is participating in the Guarantee Program and has executed the Alt Deposit Guarantee Program Agreement.
  • You confirm that you are of legal age to form a binding contract with Otso; and
  • You will comply with these Terms and all applicable local, state, national and international laws, rules and regulations.

Privacy

Your privacy is important to Otso. Our goal is to make the Site, the application process for a Credit Check and the Guarantee Program as good, useful and rewarding for you as possible. In order to do that, Otso may collect and process information from you when you access or use the Site, apply for a Credit Card or you participate in the Guarantee Program. Otso will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By accessing and using the Site or and the Guarantee Program, or applying for a Credit Check, you agree that Otso may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of the Site and the Guarantee Program, or you apply for a Credit Check, and in some cases information that is provided by or through any of the Site and the Guarantee Program.

Credit Check and Application

Once your Landlord has agreed to participate in the Guarantee Program, Tenants can apply for a Guarantee at the link provided by their Landlord. (the “Application”). There is no fee to submit the Application.

By submitting the Application, you hereby authorize Otso and its authorized service providers to run the Credit Check and Financial Information Checks based on the criteria determined by Otso in its sole discretion.

You agree that the information you provide in connection with the Application will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

You acknowledge and agree that depending on the results of the Credit Check, you may not be eligible to participate in the Guarantee Program or the amount that is guaranteed under the Guarantee Program may be less than the deposit that your Landlord requires. In either case, you will be required to provide some or all of the cash (or cash alternative) necessary for the security deposit under the lease with your Landlord.

Additional Policies

When accessing or using the Site or applying for a Credit Check, you may be subject to additional posted policies, guidelines or rules applicable to the Site, the Application or the Credit Check and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.

Links to Third-Party Websites

The Site may contain links to third-party websites placed by Otso as a service to those interested in this information, or posted by other users. Your use of all such links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation regarding third-party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party website. When you leave Otso, our terms and policies do not govern your use of third-party websites.

 

Ownership; Proprietary Rights. 

The Guarantee Program, the Site and the Application are owned and operated by Otso.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Guarantee Program, the Site and the Application provided by Otso (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content that is provided and owned by Users, all Materials contained on the Guarantee Program, the Site or the Application are the property of Otso or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by Otso, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Otso reserves all rights not expressly granted in these Terms.

Otso is a trademark of Otso Corp. The trademarks, logos and service marks (“Marks”) displayed on the Site and the Guarantee Program are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.

You hereby grant to Otso a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to the Guarantee Program, the Application and all related intellectual property, without restriction of any kind and without any right of accounting.

Rights to Otso Content

The Site contains content provided by us and our affiliates, licensors and  service providers. We and our affiliates, licensors and  service providers own and retain all proprietary (including all intellectual property) rights in the content we each provide. If you are a User, we hereby grant you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to use such content solely for your personal use in connection with accessing and using the Site; provided that you agree that you will not reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, adapt or create derivative works based on any such content.

Indemnification

You agree to defend, indemnify, and hold Otso and our officers, directors, board members, board advisors, employees, partners, agents, successors and assigns harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or otherwise arising from your use of the Site, the Application and the Credit Check, including due to or arising from your breach of any provision of these Terms.

No Warranties

THE SITE AND THE APPLICATION ARE PROVIDED “AS IS” AND CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE AND THE APPLICATION PROVIDED TO YOU UNDER THESE TERMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OTSO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SITE AND THE APPLICATION WILL MEET YOUR REQUIREMENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE.

Limitation of Liability

IN NO EVENT SHALL OTSO BE LIABLE TO YOU OR ANY THIRD PARTY OR ANY OTHER ENTITY FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OTSO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE PRIVACY POLICY, THE SITE OR THE APPLICATION FOR A CREDIT CHECK, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE FEES PAID FOR THE APPLICATION FOR THE CREDIT CHECK AND $100. The essential purpose of this provision is to limit the potential liability of the parties arising out of these Terms, the Privacy Policy, the Site and the Application whether for breach of contract, negligence, or otherwise. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

Changes to Terms

Otso reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site.  If Otso updates these Terms, it will update the “last updated” date at the top of the Terms.  Please check these Terms, including any Policies, periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable fees), Otso will make reasonable efforts to notify you of such change. Otso may provide notice through a pop-up or banner on the Site or through the Guarantee Program, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Otso may require you to provide consent by accepting the changed Terms. If Otso requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Otso, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on the Site.  IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE AND ANY APPLICATION FOR A CREDIT CHECK.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

Prohibited Conduct

BY ACCESSING OR USING THE SITE, APPLYING FOR A CREDIT CHECK OR PARTICIPATING IN THE GUARANTEE PROGRAM, YOU AGREE NOT TO:

  • Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Guarantee Program, the Application or the Credit Check, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable).
  • Use the Guarantee Program, the Application or the Credit Check for the benefit of anyone other than you or your organization, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, the Guarantee Program, the Application or the Credit Check for hosting or time-sharing services, or as part of a service bureau or outsourcing offering.
  • Provide any services to any third party using the Guarantee Program, the Application or the Credit Check except in accordance with these Terms and the applicable agreements.
  • Develop or create (a) any derivative work of the Guarantee Program, the Application or the Credit Check or (b) any other platform or service to the extent intended to compete with the Guarantee Program.
  • Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to the Guarantee Program or the Application or any part thereof.
  • Copy, disclose, or distribute any data available on or through the Site, the Guarantee Program or the Application, in any medium, including without limitation, by any automated or non-automated “scraping;”
  • Interfere with, circumvent or disable any security or other technological features or measures of the Guarantee Program or the Application or attempt to gain unauthorized access to the Application or its related systems or networks;
  • Use bots or other automated methods to access the Application.
  • Use the Guarantee Program, the Application or the Credit Check for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment.
  • Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site or the Application.
  • Take any action that imposes, or may impose at Otso’s sole determination, an unreasonable or disproportionately large load on Otso’s infrastructure
  • Use another User’s account or allow anyone else to use your account.

Governing Law; Dispute Resolution

If a dispute arises between you and Otso, the goal is to provide you with a neutral and cost-effective methods of resolving the dispute quickly. Accordingly, you and Otso agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Site or the Application (a “Dispute”) will be resolved in accordance with this Section or as Otso and you otherwise agree in writing. Before resorting to these dispute methods, Otso strongly encourages you to first contact Otso directly to seek a resolution.

The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.

Choice of Law.  THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE PRIVACY POLICY, THE SITE AND THE APPLICATION.

Arbitration and Class Action Waiver.

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND OTSO (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE SITE OR THE APPLICATION INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S (“AAA”) APPLICABLE RULES FOR ARBITRATION AND YOU AND OTSO HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND OTSO WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be held in Houston, TX. And determined by one (1) arbitrator mutually agreed upon by the parties, or if the parties cannot so mutually agree, a single arbitrator with significant relevant experience appointed in accordance with the rules of the AAA. Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute.  You may bring claims only on your own behalf.

NEITHER YOU NOR OTSO WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST OTSO INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Otso is a party to the proceeding.

This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

Judicial Forum for Disputes. In the event that the agreement to arbitrate under this Section is found not to apply to you or your claim, you and Otso agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or state courts of Harris County, TX. Both you and Otso irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Otso may bring a claim for equitable relief in any court with proper jurisdiction.

Survival. This arbitration agreement will survive the termination of your use of the Site, the Application or your relationship with Otso.

Improperly Filed Disputes. All claims you bring against Otso must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, Otso may recover attorneys’ fees and costs up to $15,000, provided that Otso has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Prevailing Party.  In the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, the Site or the Application, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, THE SITE OR THE APPLICATION, ANY PRODUCT OR OTHER SERVICES, ANY CONTENT OR YOUR RELATIONSHIP WITH OTSO MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Severability

If any provision of these Terms (including the Privacy Policy or any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

Assignment

These Terms and related Policies, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Otso without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

Survival

Upon termination of these Terms, your use of the Site, or your relationship with Otso, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Ownership, Proprietary Rights, Rights to Otso Content, Indemnification, No Warranties; Limitation of Liability, Governing Law; Dispute Resolution, Survival and Entire Agreement.

Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

Entire Agreement

These Terms, including the Privacy Policy and the Policies are the entire agreement between you and Otso relating to the subject matter herein and will not be modified except by a change to these Terms or Policies made by Otso as set forth in “Changes to Terms” above or as provided in the applicable agreement.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

Disclosures

The Site, the Guarantee Program, the Application and Credit Check are offered by Otso Corp located at: 1790 Hughes Landing Blvd, Suite 400, The Woodlands TX 77380 and email: [contact@otso.io]. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

 

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

© Otso Corp 2020