Legal terms governing your use of the Otaru AI platform and website
"Inputs"
Data, content, and materials provided or uploaded by the Customer or its Users into the Services.
"Outputs"
The coaching advice, generated text, AI voice elements, and other content generated by the Platform in response to Inputs.
"Agreement"
The Pilot Services Agreement, Subscription Agreement, or other order form executed between Otaru AI and the Customer, together with these Terms, the DPA, and the NDA.
"Credits"
Usage units entitling the Customer to a specified number of actions on the Otaru AI platform - around AI role plays, live call recording and training simulations; as specified in the applicable order form.
"Confidential Information"
Any non-public commercial, financial, technical, or operational information disclosed by one party to the other under the Agreement.
By using the Otaru AI website or Platform, you confirm that:
If you do not agree to these Terms, you must not access or use the Platform or website.
Otaru AI provides an AI-native revenue enablement platform, which may include any of the following features depending on the Customer's contracted plan:
Where contracted, Otaru AI may also provide Professional Services including persona configuration, rubric design, onboarding training, and implementation support. The scope of Professional Services will be specified in the applicable order form or agreement.
Otaru AI reserves the right to update, modify, or discontinue features of the Platform at any time. We will provide reasonable advance notice of material changes that adversely affect contracted functionality. We will not unilaterally reduce the core features available to a Customer during an active paid term without offering a proportionate remedy.
If you choose to use experimental AI features or functionalities ("Beta Services") made available by Otaru AI, you acknowledge that such Beta Services are provided strictly "as-is" and "as available" without any service level agreements (SLAs), warranties, or commitments of any kind.
Access to the Platform requires creation of an account. The Customer is responsible for ensuring that account credentials are kept confidential and that all Users comply with these Terms. Accounts may not be shared between individuals; each Named User requires their own login.
Access is granted for the number of Named Users specified in the Agreement. The Customer may substitute Named Users (e.g. due to employee changes) but may not exceed the contracted user count without purchasing additional seats.
The Customer's designated Administrator(s) are responsible for managing user access, configuring permissions, and ensuring that Users adhere to these Terms. The Customer is liable for actions taken by its Users on the Platform.
Customers must notify Otaru AI immediately at security@otaruai.com upon becoming aware of any unauthorised access to their account or credentials.
You agree to use the Platform solely for its intended purpose — legitimate sales training, enablement, and revenue operations activities within your organisation. You must not:
Otaru AI reserves the right to suspend or terminate access where a violation of this section is confirmed or reasonably suspected. Where commercially feasible, Otaru AI will provide the Customer with notice prior to suspension. Whenever possible, Otaru AI will limit the suspension to the specific User(s) causing the violation rather than suspending the entire account.
The Customer retains full ownership of all Customer Data and Inputs uploaded to the Platform, including sales scripts, call transcripts, proprietary sales methodologies, and persona inputs. The Customer also owns all rights, title, and interest in and to the Outputs generated by the Platform. Nothing in these Terms transfers any intellectual property rights in Customer Data, Inputs, or Outputs to Otaru AI. However, due to the nature of generative AI, the Customer acknowledges that Outputs may not be unique across different customers, and the Platform may generate the same or similar generic coaching, sales advice, or content for other clients.
By uploading Customer Data to the Platform, the Customer grants Otaru AI a limited, non-exclusive, royalty-free licence to process, store, and use that data solely to the extent necessary to provide the Services. This licence terminates upon deletion of the data or termination of the Agreement.
Otaru AI will not use Customer Data to train, fine-tune, or improve its global AI models. Customer Data is used exclusively for delivering the contracted Services to that Customer.
The Customer warrants that all Customer Data uploaded to the Platform:
Otaru AI maintains industry-standard administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. This includes, but is not limited to, encryption of data in transit and at rest.
Otaru AI owns and retains all rights, title, and interest in and to the Platform, including all underlying software, AI models, algorithms, interfaces, documentation, and any improvements or derivatives thereof. These Terms do not convey any ownership interest in the Platform to the Customer.
The Customer receives a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its internal business purposes during the term of the Agreement, subject to these Terms and the contracted usage limits.
Otaru AI's name, logo, and product names are trademarks of Otaru AI Pte. Ltd. Nothing in these Terms grants you any right to use them without prior written consent.
Fees for the Services are specified in the applicable order form, Pilot Services Agreement, or Subscription Agreement. All fees are exclusive of applicable taxes and payment transfer fees (including GST, where applicable in Singapore and international payment transfer fees).
Unless otherwise specified in the order form, invoices are due and payable within 14 calendar days of the invoice date. Otaru AI reserves the right to suspend access to the Platform for accounts with overdue invoices after providing reasonable notice.
For customers on a Pilot Services Agreement, fees are structured as specified therein (typically 50% on commencement and 50% end-pilot). All outstanding fees become immediately due upon termination.
Unused Credits at the end of a Pilot Term do not carry over and are non-refundable unless the Customer converts to a Subscription Agreement within 14 days of Pilot Term end, in which case the Parties may agree to credit outstanding balance at their discretion.
Otaru AI will provide at least 30 days' notice of any fee changes before they take effect. Changes do not apply retroactively to a current contracted term.
Otaru AI shall use commercially reasonable efforts to ensure that the Platform is available at least 95% of the time, measured monthly, excluding:
Where the Platform fails to meet the above availability commitment in any calendar month for reasons within Otaru AI's control, the Customer's sole and exclusive remedy is a Term Extension — an automatic day-for-day extension of the Contract Term equal to the number of days (or pro-rata portion) during which the Platform was unavailable beyond the 95% threshold.
For Subscription customers, equivalent credit terms will be specified in the applicable Subscription Agreement.
Otaru AI may perform scheduled maintenance during off-peak hours. We will provide at least 48 hours' notice of any scheduled maintenance that may impact service availability.
Otaru AI warrants that the Platform will be provided in a professional and workmanlike manner in accordance with the specifications in the Agreement.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, OTARU AI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". OTARU AI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.
The Customer shall indemnify, defend, and hold harmless Otaru AI, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of performing under the Agreement. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations.
A party may disclose Confidential Information where required by law or court order, provided it gives the other party reasonable notice to seek protective measures.
The Agreement commences on the Effective Date and continues for the term specified in the order form or Pilot Services Agreement (the "Term"), unless earlier terminated as provided herein.
Either party may terminate the Agreement for convenience by providing written notice as specified in the applicable Agreement. Termination for convenience by the Customer may be subject to early termination fees as specified in the order form.
Either party may terminate the Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice.
Upon termination or expiration, the Customer's access to the Platform shall cease. Otaru AI shall delete or anonymise Customer Data as specified in the Data Processing Agreement and confirm completion of deletion within the agreed timeframe. Sections 6 (Customer Data & Intellectual Property), 7 (Otaru AI Intellectual Property), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), and 15 (Dispute Resolution) shall survive termination.
Any dispute arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of Singapore.
These Terms, together with the applicable order form, Pilot Services Agreement, Subscription Agreement, Data Processing Agreement, and NDA, constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements.
Otaru AI may update these Terms from time to time. Material changes will be communicated to the Customer at least 30 days in advance. Continued use of the Platform after changes become effective constitutes acceptance of the updated Terms.
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
Neither party shall be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, or government actions. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.
The Customer may not assign these Terms or any rights hereunder without Otaru AI's prior written consent. Otaru AI may assign these Terms to a successor or affiliate. Any attempted assignment in violation of this provision is void.
All notices under these Terms shall be in writing and delivered by email, courier, or registered mail to the addresses specified in the Agreement. Notices are deemed received upon delivery.
If you have any questions about these Terms of Service, please contact us:
Otaru AI Pte. Ltd.
#02-01, 68 Circular Road, Singapore 049422
Email: legal@otaruai.com
Website: otaruai.com
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