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TERMS OF SERVICE

Effective June 23, 2023

[See also Privacy Policy]

Welcome, and thank you for your interest in Otter.ai, Inc. (“Otter.ai,” “we,” or
“us”) and our Otter Voice Meeting Notes tool, along with our website at
Otter.ai, along with our related networks, applications, mobile applications,
and other services provided by us (collectively, the “Service”). These Terms of
Service are a legally binding contract between you and Otter.ai regarding your
use of the Service. As used herein, “you” or “your” means any entity,
university, organization, or company accessing or using the Service
(“Organization”) as well as any individual end user accessing and using the
Service, as applicable and hereby agreeing to these Terms.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR
USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A
CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING
TERMS AND CONDITIONS, INCLUDING OTTER.AI’S PRIVACY POLICY (TOGETHER, THESE
“TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT
HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OTTER.AI’S
PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY OTTER.AI AND BY YOU
TO BE BOUND BY THESE TERMS. ARBITRATION NOTICE. Except for certain kinds of
disputes described in Section 19, you agree that disputes arising under these
Terms will be resolved by binding, individual arbitration, and BY ACCEPTING
THESE TERMS, YOU AND OTTER.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR
TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO
GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this
contract (except for matters that may be taken to small claims court). Your
rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See
Section 19.)

1. Otter.ai Service Overview. The Service enables users to transform recorded
voice conversations into transcribed notes that can be searched and shared. You
may choose whether to use the free version of the Service (“Free Service”) or
the subscription-based paid version of the Service for which you may be required
to pay fees (the “Paid Service”).

2. Eligibility. You must be at least 13 years old to use the Service. By
agreeing to these Terms, you represent and warrant to us that: (a) you are at
least 13 years old; (b) you have not previously been suspended or removed from
the Service; and (c) your registration and your use of the Service is in
compliance with any and all applicable laws and regulations. If you are an
Organization, the individual accepting these Terms on your behalf represents and
warrants that they have authority to bind you to these Terms and you agree to be
bound by these Terms.

3. Accounts and Registration.

3.1 General. To access most features of the Service, you must register for an
account. When you register for an account, you may be required to provide us
with some information about yourself, such as your name, email address, phone
number, or other contact information. For Pro Workspace, Business or Enterprise
Organizations, if you wish to designate individual users to access and use the
Service under your account (such users, “Authorized Users”), you may also be
required to provide us with some information about such Authorized Users. You
agree that the information you provide to us is accurate and that you will keep
it accurate and up-to-date at all times, and that you have all necessary rights
and approvals to provide such information. When you register, you will be asked
to provide a password. You are responsible for maintaining the confidentiality
of your account and password, and you accept responsibility for all activities
that occur under your account. If you believe that your account is no longer
secure, then you must immediately notify us at support@otter.ai.

3.2 Authorized Users.

a. You are responsible for: (i) identifying and authenticating all of your
Authorized Users (ii) approving access by your Authorized Users to the Service
and designating appropriate access controls in connection with your account,
(iii) controlling against unauthorized access by your Authorized Users, and (iv)
all activities that occur under your Authorized Users’ usernames, passwords or
accounts as a result of your Authorized Users’ access and use of the Service.

b. If you received your credentials to access and use the Service (including
certain features thereof) from your Organization or otherwise are accessing the
Service under your Organization’s account, you acknowledge and agree that your
access to the Service as provided by your Organization is subject to the
agreement between Otter.ai and your Organization with respect to the Service.
You also acknowledge that your Organization may terminate the access to the
Service that they provide to you at any time. Otter.ai will have no liability to
you in connection with any such removal or termination.

c. If the domain of the email address associated with your account is owned by
an Organization and was assigned to you as an employee, contractor or member of
the Organization (such as yourname@youremployer.com), you acknowledge and agree
that we may identify your account to the Organization, migrate your account to
the Organization’s account, and/or restrict or terminate access to your account.
Otter.ai will have no liability to you in connection with any such disclosure,
restriction, or termination.

d. When you join an Otter Pro Workspace, Otter Business or Enterprise account or
when you convert an existing Otter individual account into an Otter Pro
Workspace, Otter Business or Enterprise account, you must do the following:

-Use it in compliance with your organization’s terms and policies. Please note
that Otter Pro Workspace, Otter Business and Enterprise accounts are subject to
the Organization’s control. The Organization administrators may prevent you from
later disassociating your account from the Organization account. They may also
restrict or terminate your access to an Otter Pro Workspace, Otter Business or
Enterprise account.

-Acknowledge that all the data under your account is owned by the Workspace or
Organization and the Workspace or Organization administrators have the right to
access, disclose, restrict and remove information in your account. This includes
the data that predates when you joined the Workspace or Organization account.

4. General Payment Terms. Certain features of the Service may require you to pay
fees. Before you pay any fees, you will have the opportunity to review and
accept the fees that you will be charged. All fees are in U.S. Dollars and are
non-refundable.

4.1 Price. Otter.ai reserves the right to determine pricing for the Service.
Otter.ai will make reasonable efforts to keep pricing information published on
the website up to date. We encourage you to check our website periodically for
current pricing information. Otter.ai may change the fees for any feature of the
Service, including additional fees or charges, if Otter.ai gives you advance
notice of changes before they apply. Otter.ai, at its sole discretion, may make
promotional offers with different features and different pricing to any of
Otter.ai’s customers. These promotional offers, unless made to you, will not
apply to your offer or these Terms.

4.2 Authorization. You authorize Otter.ai and its third party payment processors
to charge all sums for the orders that you make and any level of Service you
select as described in these Terms or published by Otter.ai, including all
applicable taxes, to the payment method specified in your account. If you pay
any fees with a credit card, Otter.ai or its third party payment processors may
seek pre-authorization of your credit card account prior to your purchase to
verify that the credit card is valid and has the necessary funds or credit
available to cover your purchase. At its discretion Otter may allow an
organization to purchase the Service by issuing an invoice for payment that must
be settled within 30 days of issuance.

4.3 Subscription Service.

a. General. The Service may include automatically recurring payments for
periodic charges (“Subscription Service”). If you activate a Subscription
Service, you authorize Otter.ai or its third party payment processors or Apple
or Google if you subscribed directly through the mobile application to
periodically charge, on a going-forward basis and until cancellation of either
the recurring payments or your account, all accrued sums on or before the
payment due date for the accrued sums, including all accrued sums for your
Authorized Users. The “Subscription Billing Date” is the date when you purchase
your first subscription to the Service. For more information on the
“Subscription Fee”, please see https://otter.ai/pricing. Your account will be
charged automatically on the Subscription Billing Date all applicable fees and
taxes for the next subscription period, which may be one month or one year
depending on the selection you make on your account (such period, the “Initial
Subscription Period”). The term of each Subscription Service will automatically
renew for for a period equal to the Initial Subscription Period or one (1) year
periods, whichever is less, unless otherwise identified in an applicable Order
Form (each, a “Renewal Term”) unless a party provides the other party written
notice thirty (30) days in advance of the expiry of the Subscription Service or
then-current Renewal Term, as applicable, of its desire to amend the duration of
the Renewal Term, modify number of Users or terminate the Order Form. Customer
is responsible and will pay Otter all Subscription Fees under an Order Form for
the entire Subscription Term and any applicable Renewal Term. If you may add
additional users to Teams accounts throughout the Subscription Period you will
be charged a pro-rata fee for the time remaining to the renewal period. You must
cancel your subscription before it renews in order to avoid billing of the next
periodic Subscription Fee to your account. Otter.ai or its third party payment
processor will bill the periodic Subscription Fee to the payment method you
provide to us during registration (or to a different payment method if you
change your payment information). You may cancel the Subscription Service in the
settings page for your account at Otter.ai if you signed up directly via our
website, or through settings in the Apple App Store, or Google Play Store if you
subscribed directly in the mobile application or contacting us at:
support@otter.ai.

4.4 Delinquent Accounts. Otter.ai may suspend or terminate access to the
Service, including fee-based portions of the Service, for any account for which
any sums are due but unpaid. Without limiting the generality of the foregoing,
if you have been provided access to the Service (including certain features
thereof) via your Organization and your Organization has not paid all sums due,
we may suspend or terminate your access to the Service. In addition to the
amount due for the Service, a delinquent account may be charged with fees or
charges that are incidental to any chargeback or collection of any the unpaid
amount, including collection fees.

5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these
Terms, Otter.ai grants you, solely for your personal, non-commercial use, a
limited, non-exclusive, non-transferable, non-sublicensable, revocable license
to: (a) install and use one object code copy of any mobile application
associated with the Service obtained from a legitimate marketplace on a mobile
device that you own or control; and (b) access and use the Service.

5.2 License Restrictions. Except and solely to the extent such a restriction is
impermissible under applicable law, you may not: (a) reproduce, distribute,
publicly display, or publicly perform the Service; (b) make modifications to the
Service; (c) interfere with or circumvent any feature of the Service, including
any security or access control mechanism; (d) access or use the Service in
violation of any usage restrictions or other limitations associated with the
level of Service you (or your Organization) have selected to access and
purchased, if applicable. If you are prohibited under applicable law from using
the Service, you may not use it.

5.3 Feedback. If you choose to provide input and suggestions regarding problems
with or proposed modifications or improvements to the Service (“Feedback”), then
you hereby grant Otter.ai an unrestricted, perpetual, irrevocable,
non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any
manner and for any purpose, including to improve the Service and create other
products and services.

6. Ownership; Proprietary Rights. The Service is owned and operated by Otter.ai.
The visual interfaces, graphics, design, compilation, information, data,
computer code (including source code or object code), products, software,
services, and all other elements of the Service (“Materials”) provided by
Otter.ai are protected by intellectual property and other laws. All Materials
included in the Service are the property of Otter.ai or its third party
licensors. Except as expressly authorized by Otter.ai, you may not make use of
the Materials. Otter.ai reserves all rights to the Materials not granted
expressly in these Terms.

7. Government Rights. Otter.ai provides the Service, including any related
software, data, and technology, for ultimate government end use solely in
accordance with the following: The government hereby agrees that the Service
qualify as “commercial” computer software. Government technical data and
software rights related to the Service include only those rights customarily
provided to the public as defined in these Terms. This customary commercial
license is provided in accordance with FAR 12.211 (Technical Data) and FAR
12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015
(Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial
Computer Software or Computer Software Documentation). If a government agency
has a need for rights not granted under these Terms, it must negotiate with
Otter.ai to determine if there are acceptable terms for granting those rights,
and a mutually acceptable written addendum specifically granting those rights
must be included in any applicable agreement.

8. Third Party Terms

8.1 Third Party Services and Linked Websites. Otter.ai may provide tools through
the Service that enable you to export information, including User Content, to
third party services, including through features that may allow you to link your
account on Otter.ai with an account on the third party service, such as Twitter
or Facebook, or through our implementation of third party buttons (such as
“like” or “share” buttons). By using one of these tools, you agree that Otter.ai
may transfer that information to the applicable third party service. Third party
services are not under Otter.ai’s control, and, to the fullest extent permitted
by law, Otter.ai is not responsible for any third party service’s use of your
exported information. The Service may also contain links to third party
websites. Linked websites are not under Otter.ai’s control, and Otter.ai is not
responsible for their content.

9. User Content

9.1 User Content Generally. Certain features of the Service may permit users to
upload content to the Service (including by syncing your account with Third
Party Accounts as further described in Section 9.1), including voice recordings,
audio recordings, data, text, photographs, and other types of works (“User
Content”), and to otherwise publish User Content on the Service. To the extent
you desire to use the Service in connection with materials or information
located on your Zoom, Dropbox, or other third-party accounts (collectively,
“Third Party Accounts”), you hereby grant Otter.ai permission to access the
Third Party Accounts in connection with Otter.ai’s provision of the Service. As
between you and Otter.ai, you retain any copyright and other proprietary rights
that you may hold in the User Content that you post to the Service.

9.2 Voice Recordings. The Service may provide a feature that allows you to
record individual conversations and/or upload recorded conversations. The laws
regarding the notice and notification requirements of such recorded
conversations vary by location. You acknowledge and agree that you are solely
responsible for providing any notices to, and obtaining consent from,
individuals in connection with any recordings as required under applicable law.

9.3 Limited License Grant to Otter.ai. Customer retains all ownership rights to
the User Content processed using the service.  You grant Otter.ai a worldwide,
non-exclusive, royalty-free, fully paid right and license (with the right to
sublicense) to host, store, transfer, display, perform, reproduce, modify,
export, process, transform, and distribute your User Content, in whole or in
part, in any media formats and through any media channels now known or hereafter
developed in a manner that is under your control. Customer may delete User
Content from their account where it may be stored in a separate trash folder
provided with the service for a specified period unless they choose to delete it
from the trash folder. Once it has been permanently deleted from the user
account either by direct action by the user or on expiration of the specified
retention period in the trash folder, no record of the User Content is retained
and the User Content cannot be recreated by the service.

9.4 License Grant to Users. By providing User Content to or via the Service to
other users of the Service, you grant those users a non-exclusive license to
access, use, modify, and distribute that User Content as permitted by these
Terms and the functionality of the Service.

9.5 Access to User Content and Results. Otter.ai may permit you to share certain
User Content or the results of processing User Content with other users of the
Service, share User Content or the results of processing User Content outside of
the Service, or even make certain User Content or the results of processing User
Content public for all (even non-Service users) to view. You acknowledge and
agree that, although Otter.ai may provide certain features intended to allow you
to restrict access of some User Content you create from others, Otter.ai does
not guarantee that such User Content or any results of processing User Content
will never be accessible by others. To the fullest extent permitted by law,
Otter.ai is not responsible for the use of any User Content or results of
processing User Content by users or non-users of the Service or any third
parties.

9.6 User Content Representations and Warranties. Otter.ai disclaims any and all
liability in connection with User Content. You are solely responsible for your
User Content and the consequences of providing User Content via the Service. By
providing User Content via the Service, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary
licenses, rights, consents, and permissions to authorize Otter.ai and users of
the Service to use and distribute your User Content as necessary to exercise the
licenses granted by you in this Section, in the manner contemplated by Otter.ai,
the Service, and these Terms;

b. your User Content, and the use of your User Content as contemplated by these
Terms, does not and will not: (i) infringe, violate, or misappropriate any third
party right, including any copyright, trademark, patent, trade secret, moral
right, privacy right, right of publicity, or any other intellectual property or
proprietary right; (ii) slander, defame, libel, or invade the right of privacy,
publicity or other property rights of any other person; or (iii) cause Otter.ai
to violate any law or regulation; and

c. your User Content could not be deemed by a reasonable person to be
objectionable, profane, indecent, pornographic, harassing, threatening,
embarrassing, hateful, or otherwise inappropriate.

9.7 User Content Disclaimer. We are under no obligation to edit or control User
Content that you or other users post or publish, and will not be in any way
responsible or liable for User Content. Otter.ai may, however, at any time and
without prior notice, screen, remove, edit, or block any User Content that in
our sole judgment violates these Terms or is otherwise objectionable. You
understand that when using the Service you will be exposed to User Content from
a variety of sources and acknowledge that User Content may be inaccurate,
offensive, indecent, or objectionable. You agree to waive, and do waive, any
legal or equitable right or remedy you have or may have against Otter.ai with
respect to User Content. If notified by a user or content owner that User
Content allegedly does not conform to these Terms, we may investigate the
allegation and determine in our sole discretion whether to remove the User
Content, which we reserve the right to do at any time and without notice. For
clarity, Otter.ai does not permit copyright-infringing activities on the
Service.

9.8 Monitoring Content. Otter.ai does not control and does not have any
obligation to monitor: (a) User Content; (b) any content made available by third
parties; or (c) the use of the Service by its users. Otter.ai is not responsible
for the use of any User Content by users or any third parties. You acknowledge
and agree that Otter.ai reserves the right to, and may from time to time,
monitor any and all information transmitted or received through the Service for
operational and other purposes. If at any time Otter.ai chooses to monitor the
content, Otter.ai still assumes no responsibility or liability for content or
any loss or damage incurred as a result of the use of content.

9.9 Machine Learning. Otter.ai shall have the right to collect and analyze data
and other information relating to the provision, use and performance of various
aspects of the Service and related systems and technologies (“Usage Data”). The
Service may be implemented using machine learning systems with features and
implementations designed to generate statistics, calibrate data models, and
improve algorithms in the course of processing User Content and Usage Data
(“Machine Learning”). Nothing in these Terms prohibits Company from using such
Machine Learning for testing, tuning, optimizing, validating, or otherwise
enhancing the analytics, models, or algorithms underlying the Service. Nothing
in these Terms gives you any rights in or to any part of the Service or the
Machine Learning generated by Company or the Machine Learning generated in the
course of providing the Service.

10. Communications.

10.1 Text Messaging. Otter.ai and those acting on our behalf may send you text
(SMS) messages at the phone number you provide us. These messages may be used
for two factor authentication. Standard data and message rates may apply
whenever you send or receive such messages, as specified by your carrier and
Otter.ai is not responsible for these charges.

10.2 Push Notifications. When you install our app on your mobile device, you
agree to receive push notifications, which are messages an app sends you on your
mobile device when the app is not on. You can turn off notifications by visiting
your mobile device’s “settings” page.

10.3 Email. We may send you emails in the course of delivering the service to
notify when User Content has been processed, shared with you or for other
operational purposes. We may also send emails concerning our products and
services, as well as those of third parties. You may opt out of promotional
emails by following the unsubscribe instructions in the promotional email
itself.

11. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

a. use the Service for any illegal purpose or in violation of any local, state,
national, or international law;

b. use the Service or any portion thereof for the direct or indirect benefit of
any third parties;

c. use the Service in connection with any direct or indirect commercial
purposes, including in connection with any paid transcription workflow or as a
value-added component of a commercial product or service;

d. harass, threaten, demean, embarrass, or otherwise harm any other user of the
Service;

e. violate, or encourage others to violate, any right of a third party
(including by act or omission), including by infringing or misappropriating any
third party intellectual property or proprietary right;

f. interfere with security-related features of the Service, including by: (i)
disabling or circumventing features that prevent or limit use or copying of any
content; or (ii) reverse engineering or otherwise attempting to discover the
source code of any portion of the Service except to the extent that the activity
is expressly permitted by applicable law;

g. interfere with the operation of the Service or any user’s enjoyment of the
Service, including by: (i) uploading or otherwise disseminating any virus,
adware, spyware, worm, or other malicious code; (ii) making any unsolicited
offer or advertisement to another user of the Service; (iii) collecting personal
information about another user or third party without consent; or (iv)
interfering with or disrupting any network, equipment, or server connected to or
used to provide the Service;

h. perform any fraudulent activity including impersonating any person or entity,
claiming a false affiliation, accessing any other Service account without
permission, or falsifying your age or date of birth;

i. sell or otherwise transfer the access granted under these Terms or any
Materials (as defined in Section 6) or any right or ability to view, access, or
use any Materials; or

j. attempt to do any of the acts described in this Section 11 or assist or
permit any person in engaging in any of the acts described in this Section 11.

12. Digital Millennium Copyright Act

12.1 DMCA Notification. We comply with the provisions of the Digital Millennium
Copyright Act applicable to Internet service providers (17 U.S.C. §512, as
amended). If you have an intellectual property rights-related complaint about
material posted on the Service, you may contact our Designated Agent at the
following address:

Otter.ai, Inc.
ATTN: Legal Department (Copyright Notification)
800 W El Camino Real
Suite 170
Mountain View, CA 94040
Email: copyright@otter.ai

Any notice alleging that materials hosted by or distributed through the Service
infringe intellectual property rights must include the following information:

a. an electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright or other right being infringed;

b. a description of the copyrighted work or other intellectual property that you
claim has been infringed;

c. a description of the material that you claim is infringing and where it is
located on the Service;

d. your address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the use of the
materials on the Service of which you are complaining is not authorized by the
copyright owner, its agent, or the law; and

f. a statement by you that the above information in your notice is accurate and
that, under penalty of perjury, you are the copyright or intellectual property
owner or authorized to act on the copyright or intellectual property owner’s
behalf.

12.2 Repeat Infringers. Otter.ai will promptly terminate the accounts of users
that are determined by Otter.ai to be repeat infringers.

13. Modification of these Terms. We reserve the right to change these Terms on a
going-forward basis at any time. Please check these Terms periodically for
changes. If a change to these Terms materially modifies your rights or
obligations, we may require that you accept the modified Terms in order to
continue to use the Service. Material modifications are effective upon your
acceptance of the modified Terms. Immaterial modifications are effective upon
publication. Except as expressly permitted in this Section 13, these Terms may
be amended only by a written agreement signed by authorized representatives of
the parties to these Terms. Disputes arising under these Terms will be resolved
in accordance with the version of these Terms that was in effect at the time the
dispute arose.

14. Term, Termination and Modification of the Service

14.1 Term. These Terms are effective beginning when you accept the Terms or
first download, install, access, or use the Service, and ending when terminated
as described in Section 14.2.

14.2 Termination. If you violate any provision of these Terms, your
authorization to access the Service and these Terms automatically terminate. In
addition, Otter.ai may, at its sole discretion, terminate these Terms or your
account on the Service, or suspend or terminate your access to the Service, at
any time for any reason or no reason, with or without notice. You may terminate
your account and these Terms at any time by contacting customer service at
support@otter.ai.

14.3 Effect of Termination. Upon termination of these Terms: (a) your license
rights will terminate and you must immediately cease all use of the Service; (b)
you will no longer be authorized to access your account or the Service; (c) you
must pay Otter.ai any unpaid amount that was due prior to termination; and (d)
all payment obligations accrued prior to termination and Sections [5.3, 6, 7,
10, 14.3, 16, 16, 17, 18, 19, and 20] will survive.

14.4 Modification of the Service. Otter.ai reserves the right to modify or
discontinue the Service at any time (including by limiting or discontinuing
certain features of the Service), temporarily or permanently, without notice to
you. Otter.ai will have no liability for any change to the Service or any
suspension or termination of your access to or use of the Service.

15. Indemnity. To the fullest extent permitted by law, you are responsible for
your use of the Service, and you will defend and indemnify Otter.ai and its
officers, directors, employees, consultants, affiliates, subsidiaries and agents
(together, the “Otter.ai Entities”) from and against every claim brought by a
third party, and any related liability, damage, loss, and expense, including
reasonable attorneys’ fees and costs, arising out of or connected with: (a) your
unauthorized use of, or misuse of, the Service; (b) your violation of any
portion of these Terms, any representation, warranty, or agreement referenced in
these Terms, or any applicable law or regulation; (c) your violation of any
third party right, including any intellectual property right or publicity,
confidentiality, other property, or privacy right; (d) the nature of content of
Data processed by the Service; or (e) any dispute or issue between you and any
third party. We reserve the right, at our own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you
(without limiting your indemnification obligations with respect to that matter),
and in that case, you agree to cooperate with our defense of those claims.

16. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH
THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OTTER.AI
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO
THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH
THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY
WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. OTTER.AI DOES NOT
WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE (OR YOUR ACCESS THERETO),
OR ANY DATA, MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE,
WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL
COMPONENTS, AND OTTER.AI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE
CORRECTED. OTTER.AI IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY
USER DATA, CONTENT OR TRANSCRIPTIONS, USER COMMUNCIATIONS, ACCOUNT INFORMATION,
OR PERSONAL SETTINGS. OTTER.AI MAKES NO WARRANTY ABOUT THE COMPLETENESS OR
ACCURACY OF THE TRANSCRIPTION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE
SERVICE OR OTTER.AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE
SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE OTTER.AI ENTITIES OR THE
SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR
ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER
SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE
AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE
TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN
CONNECTION WITH THE SERVICE) OR ANY LOSS OF, USE OR DISCLOSURE OF DATA,
INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST
EXTENT PERMITTED BY LAW. Otter.ai does not disclaim any warranty or other right
that Otter.ai is prohibited from disclaiming under applicable law.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE OTTER.AI ENTITIES
BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER
INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR
INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE
SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),
STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OTTER.AI ENTITY HAS
BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 19.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW,
THE AGGREGATE LIABILITY OF THE OTTER.AI ENTITIES TO YOU FOR ALL CLAIMS ARISING
OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE
SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE,
IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO OTTER.AI FOR
ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR
CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $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 THESE 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 THESE TERMS.
THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS
OF ITS ESSENTIAL PURPOSE.

18. Privacy and Information Security

18.1 Privacy Policy. You acknowledge and agree that except as described in these
Terms, any User Content, data, recordings, and information you enter into or
upload to the Service or that we collect in connection with the Service (“Data”)
will be processed as described in the Otter.ai Privacy Policy. Please read the
Privacy Policy carefully.

18.2 Data Processing.  To the extent Data falls within the scope of the General
Data Protection Regulation or the United Kingdom General Data Protection
Regulation, the terms of the Data Processing Attachment in Appendix 1 of these
Terms (“DPA”) apply to the processing of any Customer Personal Data (as defined
in the DPA). To the extent Data falls within the scope of any U.S. state privacy
laws or their implementing regulations, the terms of the U.S. State Data
Processing Agreement in Appendix 6 (“U.S. State DPA”) apply to the processing of
any Personal Data (as defined in the U.S. State DPA).

18.3 Data. As between you and Otter.ai, data that you enter into or upload to
the Service is and will remain owned by you.  You hereby grant Otter.ai the
right to collect, process, transmit, store, use, and disclose data to provide
the Service and as otherwise set forth in these Terms and the Otter.ai Privacy
Policy. When you join a Pro Workspace, Business or Enterprise Organization, your
data is owned by the Workspace or Organization as specified in section 3.2
above.

18.4 Use of Aggregated Data.  You acknowledge and agree that Otter.ai may
collect, create, process, transmit, store, use, and disclose aggregated and/or
deidentified data derived from Data or use of the Services (“Aggregated Data”)
for its business purposes, including for machine learning and training, industry
analysis, benchmarking, and analytics. All Aggregated Data will be in an
aggregated and/or deidentified form only and will not identify you. Nothing in
these Terms gives you any rights in or to any part of the Service or Aggregated
Data.

18.5 Compliance. You are solely responsible (a) for Data as entered into,
supplied, accessed, or used by you and (b) for complying with any privacy and
data protection laws and regulations applicable to Data or your use of the
Service.  You represent and warrant that you have obtained and will maintain all
rights, consents, and authorizations required to grant Otter.ai the rights and
licenses set forth in Section 18 and to enable Otter.ai to exercise its rights
under the same without violation or infringement of the rights of any third
party.

18.6 Information Security.  Otter.ai will employ commercially reasonable
security measures that are designed to protect Data in its possession or control
against unlawful or unauthorized access, use, alteration, or disclosure.

19. Dispute Resolution and Arbitration

19.1 Generally. In the interest of resolving disputes between you and Otter.ai
in the most expedient and cost effective manner, and except as described in
Section 19.2 and 19.3, you and Otter.ai agree that every dispute arising in
connection with these Terms will be resolved by binding arbitration. Arbitration
is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator
instead of a judge or jury, may allow for more limited discovery than in court,
and can be subject to very limited review by courts. Arbitrators can award the
same damages and relief that a court can award. This agreement to arbitrate
disputes includes all claims arising out of or relating to any aspect of these
Terms, whether based in contract, tort, statute, fraud, misrepresentation, or
any other legal theory, and regardless of whether a claim arises during or after
the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO
THESE TERMS, YOU AND OTTER.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR
TO PARTICIPATE IN A CLASS ACTION.

19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms
will be deemed to waive, preclude, or otherwise limit the right of either party
to: (a) bring an individual action in small claims court; (b) pursue an
enforcement action through the applicable federal, state, or local agency if
that action is available; (c) seek injunctive relief in a court of law in aid of
arbitration; or (d) to file suit in a court of law to address an intellectual
property infringement claim.

19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you
may opt out of the provisions of this Section 19 within 30 days after the date
that you agree to these Terms by sending a letter to Otter.ai, Inc., Attention:
Legal Department -Arbitration Opt-Out, 800 W El Camino Real, Suite 170, Mountain
View, CA 94040 that specifies: your full legal name, the email address
associated with your account on the Service, and a statement that you wish to
opt out of arbitration (“Opt-Out Notice”). Once Otter.ai receives your Opt-Out
Notice, this Section 19 will be void and any action arising out of these Terms
will be resolved as set forth in Section 20.2. The remaining provisions of these
Terms will not be affected by your Opt-Out Notice.

19.4 Arbitrator. Any arbitration between you and Otter.ai will be settled under
the Federal Arbitration Act and administered by the American Arbitration
Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA
Rules”) as modified by these Terms. The AAA Rules and filing forms are available
online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting
Otter.ai. The arbitrator has exclusive authority to resolve any dispute relating
to the interpretation, applicability, or enforceability of this binding
arbitration agreement.

19.5 Notice of Arbitration; Process. A party who intends to seek arbitration
must first send a written notice of the dispute to the other party by certified
U.S. Mail or by Federal Express (signature required) or, only if that other
party has not provided a current physical address, then by electronic mail
(“Notice of Arbitration”). Otter.ai’s address for Notice is: Otter.ai, Inc., 800
W El Camino Real, Suite 170, Mountain View, CA 94040. The Notice of Arbitration
must: (a) describe the nature and basis of the claim or dispute; and (b) set
forth the specific relief sought (“Demand”). The parties will make good faith
efforts to resolve the claim directly, but if the parties do not reach an
agreement to do so within 30 days after the Notice of Arbitration is received,
you or Otter.ai may commence an arbitration proceeding. All arbitration
proceedings between the parties will be confidential unless otherwise agreed by
the parties in writing. During the arbitration, the amount of any settlement
offer made by you or Otter.ai must not be disclosed to the arbitrator until
after the arbitrator makes a final decision and award, if any. If the arbitrator
awards you an amount higher than the last written settlement amount offered by
Otter.ai in settlement of the dispute prior to the award, Otter.ai will pay to
you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

19.6 Fees. If you commence arbitration in accordance with these Terms, Otter.ai
will reimburse you for your payment of the filing fee, unless your claim is for
more than $10,000, in which case the payment of any fees will be decided by the
AAA Rules. Any arbitration hearing will take place at a location to be agreed
upon in Santa Clara County, California, but if the claim is for $10,000 or less,
you may choose whether the arbitration will be conducted: (a) solely on the
basis of documents submitted to the arbitrator; (b) through a non-appearance
based telephone hearing; or (c) by an in-person hearing as established by the
AAA Rules in the county (or parish) of your billing address. If the arbitrator
finds that either the substance of your claim or the relief sought in the Demand
is frivolous or brought for an improper purpose (as measured by the standards
set forth in Federal Rule of Civil Procedure 11(b), then the payment of all fees
will be governed by the AAA Rules. In that case, you agree to reimburse Otter.ai
for all monies previously disbursed by it that are otherwise your obligation to
pay under the AAA Rules. Regardless of the manner in which the arbitration is
conducted, the arbitrator must issue a reasoned written decision sufficient to
explain the essential findings and conclusions on which the decision and award,
if any, are based. The arbitrator may make rulings and resolve disputes as to
the payment and reimbursement of fees or expenses at any time during the
proceeding and upon request from either party made within 14 days of the
arbitrator’s ruling on the merits.

19.7 No Class Actions. YOU AND OTTER.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST
THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further,
unless both you and Otter.ai agree otherwise, the arbitrator may not consolidate
more than one person’s claims, and may not otherwise preside over any form of a
representative or class proceeding.

19.8 Modifications to this Arbitration Provision. If Otter.ai makes any future
change to this arbitration provision, other than a change to Otter.ai’s address
for Notice of Arbitration, you may reject the change by sending us written
notice within 30 days of the change to Otter.ai’s address for Notice of
Arbitration, in which case your account with Otter.ai will be immediately
terminated and this arbitration provision, as in effect immediately prior to the
changes you rejected will survive.

19.9 Enforceability. If Section 19.7 or the entirety of this Section 19 is found
to be unenforceable, or if Otter.ai receives an Opt-Out Notice from you, then
the entirety of this Section 19 will be null and void and, in that case,
exclusive jurisdiction and venue described in Section 20.2 will govern any
action arising out of or related to these Terms.

20. Miscellaneous

20.1 General Terms. These Terms, together with the Privacy Policy and any other
agreements expressly incorporated by reference into these Terms, are the entire
and exclusive understanding and agreement between you and Otter.ai regarding
your use of the Service. You may not assign or transfer these Terms or your
rights under these Terms, in whole or in part, by operation of law or otherwise,
without our prior written consent. We may assign these Terms at any time without
notice or consent. The failure to require performance of any provision will not
affect our right to require performance at any other time after that, nor will a
waiver by us of any breach or default of these Terms, or any provision of these
Terms, be a waiver of any subsequent breach or default or a waiver of the
provision itself. Use of section headers in these Terms is for convenience only
and will not have any impact on the interpretation of any provision. Throughout
these Terms the use of the word “including” means “including but not limited
to”. If any part of these Terms is held to be invalid or unenforceable, the
unenforceable part will be given effect to the greatest extent possible, and the
remaining parts will remain in full force and effect.

20.2 Governing Law. These Terms are governed by the laws of the State of
California without regard to conflict of law principles. You and Otter.ai submit
to the personal and exclusive jurisdiction of the state courts and federal
courts located within Santa Clara County, California for resolution of any
lawsuit or court proceeding permitted under these Terms. We operate the Service
from our offices in California, and we make no representation that Materials
included in the Service are appropriate or available for use in other locations.

20.3 Additional Terms. Your use of the Service is subject to all additional
terms, policies, rules, or guidelines applicable to the Service or certain
features of the Service that we may post on or link to from the Service (the
“Additional Terms”). All Additional Terms are incorporated by this reference
into, and made a part of, these Terms.

20.4 Consent to Electronic Communications. By using the Service, you consent to
receiving certain electronic communications from us as further described in our
Privacy Policy. Please read our Privacy Policy to learn more about our
electronic communications practices. You agree that any notices, agreements,
disclosures, or other communications that we send to you electronically will
satisfy any legal communication requirements, including that those
communications be in writing.

20.5 Contact Information. The Service is offered by Otter.ai, Inc. You may
contact us by emailing us at support@otter.ai.

20.6 Notice to California Residents. If you are a California resident, under
California Civil Code Section 1789.3, you may contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento,
California 95834, or by telephone at (800) 952-5210 in order to resolve a
complaint regarding the Service or to receive further information regarding use
of the Service.

20.7 No Support. We are under no obligation to provide support for the Service.
In instances where we may offer support, the support will be subject to
published policies.

21. Notice Regarding Apple. This Section 21 only applies to the extent you are
using our mobile application on an iOS device. You acknowledge that these Terms
are between you and Otter.ai only not with Apple Inc. (“Apple”), and Apple is
not responsible for the Service or the content thereof. Apple has no obligation
to furnish any maintenance and support services with respect to the Service. If
the Service fails to conform to any applicable warranty, you may notify Apple
and Apple will refund any applicable purchase price for the mobile application
to you; and, to the maximum extent permitted by applicable law, Apple has no
other warranty obligation with respect to the Service. Apple is not responsible
for addressing any claims by you or any third party relating to the Service or
your possession and/or use of the Service, including: (a) product liability
claims; (b) any claim that the Service fails to conform to any applicable legal
or regulatory requirement; or (c) claims arising under consumer protection or
similar legislation. Apple is not responsible for the investigation, defense,
settlement and discharge of any third party claim that the Service and/or your
possession and use of the Service infringe a third party’s intellectual property
rights. You agree to comply with any applicable third party terms when using the
Service. Apple and Apple’s subsidiaries are third party beneficiaries of these
Terms, and upon your acceptance of these Terms, Apple will have the right (and
will be deemed to have accepted the right) to enforce these Terms against you as
a third party beneficiary of these Terms. You hereby represent and warrant that:
(i) you are not located in a country that is subject to a U.S. Government
embargo, or that has been designated by the U.S. Government as a “terrorist
supporting” country; and (ii) you are not listed on any U.S. Government list of
prohibited or restricted parties.




APPENDIX 1


DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is incorporated into and made part of the
Terms of Service (“Terms”) between you (“Customer”) and Otter.ai, Inc.
(“Company”).  Unless otherwise defined in this DPA, capitalized terms will have
the meaning given to them in the Terms. This DPA prevails over any conflicting
term of the Terms, but does not otherwise modify the Terms.

1. Definitions

1.1 In this DPA:

a. ““Controller,” “Data Subject,” “Personal Data,” “Personal Data Breach,”
“Processing,” “Processor,” and “Supervisory Authority,” have the meaning given
to them in the GDPR.

b. “Customer Personal Data” means any Data that constitutes Personal Data, the
Processing of which is subject to Data Protection Law, for which Customer or
Customer’s customers are the Controller, and which is Processed by Company to
provide the Service;

c. “Data Protection Law” means the General Data Protection Regulation (EU)
2016/679 (“GDPR”), the United Kingdom General Data Protection Regulation, and
e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their
national implementations in the European Economic Area (“EEA”), Switzerland and
the United Kingdom, each as applicable, and as may be amended or replaced from
time to time;

d. “Data Subject Rights” means Data Subjects’ rights to information, access,
rectification, erasure, restriction, portability, objection, and not to be
subject to automated individual decision-making in accordance with Data
Protection Law;

e. “International Data Transfer” means any transfer of Customer Personal Data
from the EEA, Switzerland or the United Kingdom to an international organization
or to a country outside of the EEA, Switzerland and the United Kingdom;

f. “Subprocessor” means a Processor engaged by Company to Process Customer
Personal Data; and

g. “Standard Contractual Clauses” means the clauses annexed to EU Commission
Implementing Decision EU 2021/914 of June 4, 2021 on standard contractual
clauses for the transfer of personal data to third countries pursuant to
Regulation (EU) 2016/679 of the European parliament and of the Council;

h. “UK Addendum” means the addendum to the Standard Contractual Clauses issued
by the UK Information Commissioner under Section 119A(1) of the UK Data
Protection Act 2018 (version B1.0, in force March 21, 2022).

2. Scope and applicability

2.1 This DPA applies to Processing of Customer Personal Data by Company to
provide the Service.

2.2 The subject matter, nature and purpose of the Processing, the types of
Customer Personal Data and categories of Data Subjects are set out in Appendix
5.

2.3 Customer is a Controller and appoints Company as a Processor on behalf of
Customer in relation to the purposes set out in Appendix 5. Customer is
responsible for compliance with the requirements of Data Protection Law
applicable to Controllers.

2.4 If Customer is a Processor on behalf of other Controller(s), then Customer
is the single point of contact for Company; must obtain all necessary
authorizations from such other Controller(s); undertakes to issue all
instructions and exercise all rights on behalf of such other Controller(s); and
is responsible for compliance with the requirements of Data Protection Law
applicable to Processors.

2.5 Customer acknowledges that Company may Process Personal Data relating to the
operation, support, or use of the Service for its own business purposes, such as
billing, account management, data analysis, benchmarking, technical support,
product development, and compliance with law. Company is the Controller for such
Processing and will Process such data in accordance with Data Protection Law.
Such Processing shall not be subject to the terms of this DPA.

3. Instructions

3.1 Company will Process Customer Personal Data to provide the Service and in
accordance with Customer’s documented instructions.

3.2 The Controller’s instructions are documented in this DPA, the Terms, and any
applicable statement of work.

3.3 Customer may reasonably issue additional instructions as necessary to comply
with Data Protection Law. Company may charge a reasonable fee to comply with any
additional instructions.

3.4 Unless prohibited by applicable law, Company will inform Customer if Company
is subject to a legal obligation that requires Company to Process Customer
Personal Data in contravention of Customer’s documented instructions.

4. Personnel

4.1 Company personnel authorized to Process Customer Personal Data are subject
to an obligation of confidentiality.

5. Security and Personal Data Breaches

5.1 Taking into account the state-of-the-art, the costs of implementation and
the nature, scope, context and purposes of Processing as well as the risk of
varying likelihood and severity for the rights and freedoms of natural persons,
Company will implement appropriate technical and organizational measures to
provide a level of security appropriate to the risk, including the measures
listed in Appendix 3.

5.2 Customer acknowledges that the security measures in Appendix 3 are
appropriate in relation to the risks associated with Customer’s intended
Processing, and will notify Company prior to any intended Processing for which
Company’s security measures may not be appropriate.

5.3 Company will notify Customer without undue delay after becoming aware of a
Personal Data Breach involving Customer Personal Data. If Company’s notification
is delayed, it will be accompanied by reasons for the delay.

6. Subprocessing

6.1 Customer hereby authorizes Company to engage Subprocessors. A list of
Company’s current Subprocessors is available here.

6.2 Company will enter into a written agreement with Subprocessors which imposes
the same obligations as required by Data Protection Law.

6.3 Customer may object to the addition of a Subprocessor based on reasonable
grounds relating to a potential or actual violation of Data Protection Law by
providing written notice detailing the grounds of such objection within thirty
(30) days following Company’s notification of the intended change. Customer and
Company will work together in good faith to address Customer’s objection. If
Company chooses to retain the Subprocessor, Company will inform Customer at
least thirty (30) days before authorizing the Subprocessor to Process Customer
Personal Data, and Customer may immediately discontinue using the relevant part
of the Service, and may terminate the relevant part of the Service within thirty
(30) days.

7. Assistance

7.1 Taking into account the nature of the Processing, and the information
available to Company, Company will assist Customer, including, as appropriate,
by implementing technical and organizational measures, with the fulfillment of
Customer’s own obligations under Data Protection Law to: comply with requests to
exercise Data Subject Rights; conduct data protection impact assessments, and
prior consultations with Supervisory Authorities; and notify a Personal Data
Breach.

7.2 Company will maintain records of Processing of Customer Personal Data in
accordance with Data Protection Law.

7.3 Company may charge a reasonable fee for assistance under this Section 7. If
Company is at fault, Company and Customer shall each bear their own costs
related to assistance.

8. Compliance

8.1 Company shall maintain a program to provide compliance with the obligations
set out in this DPA. 

9. International Data Transfers

9.1 Customer hereby authorizes Company to perform International Data Transfers
to any country deemed adequate by the EU Commission; on the basis of appropriate
safeguards in accordance with Data Protection Law or pursuant to the Standard
Contractual Clauses and UK Addendum referred to in Section 9.2 and 9.3
respectively. 

9.2. By signing this DPA, Customer and Company hereby agree to conclude the
provisions of module two (controller to processor) of the Standard Contractual
Clauses, which are hereby incorporated into this DPA and completed as follows:

 * The optional Clause 7 is kept ;
 * In Clause 9, Option 1 is struck and Option 2 is kept , and Customer may
   object to the addition of a Subprocessor within (30) days.
 * In Clause 11, the optional language is struck;
 * In Clauses 17 and 18, the governing law and the competent courts are those of
   the country in which Customer is established.
 * Appendixes 2, 3 and 4 to these terms of service

9.3. By signing this DPA, Customer and Company conclude the UK Addendum which is
hereby incorporated and applies to International Data Transfers outside the
United Kingdom. Part 1 of the UK Addendum is completed as follows: (i) in Table
1, the “Exporter” is Customer and the “Importer” is Company, their details are
set forth in this DPA and the Terms; (ii) in Table 2, the first option is
selected and the “Approved EU SCCs” are the Standard Contractual Clauses
referred to in Section 9.2 of this DPA; (iii) in Table 3, Annexes 1 (A and B),
II and III to the “Approved EU SCCs” are Appendixes 2, 3 and 4 to the Terms; and
(iv) in Table 4, both the “Importer” and the “Exporter” can terminate the UK
Addendum.

9.4. If the Standard Contractual Clauses or the UK Addendum are amended,
updated, or invalidated, Customer and Company will work together in good faith
to reasonably resolve such non-compliance.

10. Notifications

10.1 Customer will send notifications, requests and instructions under this DPA
to Company’s legal department via email to legal@otter.ai. Company will
send notifications under this DPA to Customer’s contact email address.

11. Liability

11.1 To the extent permitted by applicable law, where Company has paid damages
or fines, Company is entitled to claim back from Customer that part of the
compensation, damages or fines, corresponding to Customer’s part of
responsibility for the damages or fines.

12. Termination and return or deletion

12.1 This DPA is terminated upon the termination of the Terms.

12.2 Upon termination of the Terms of Service, the Company will, upon Customer’s
request, return Customer Personal Data in Company’s possession to the Customer
or securely destroy such Customer Personal Data unless applicable laws prevent
the Company from returning or destroying all or part of Customer Personal Data. 

13. Modification of this DPA

13.1 This DPA may only be modified by a written amendment signed by both Company
and Customer.

14. Invalidity and severability

14.1 If any provision of this DPA is found by any court or administrative body
of competent jurisdiction to be invalid or unenforceable, then the invalidity or
unenforceability of such provision does not affect any other provision of this
DPA and all provisions not affected by such invalidity or unenforceability will
remain in full force and effect.




APPENDIX 2

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and,
where applicable, of its/their data protection officer and/or representative in
the European Union]

1. Name: As included in the Terms
Address: As included in the Terms
Contact person’s name, position and contact details: As included in the Terms
Activities relevant to the data transferred under these Clauses: As included in
the Terms
Signature and date: As included in the Terms
Role: Controller

Data importer(s): [Identity and contact details of the data importer(s),
including any contact person with responsibility for data protection]

2. Name: Otter.ai, Inc.
Address: As included in the Terms
Contact person’s name, position and contact details: As included in the Terms
Activities relevant to the data transferred under these Clauses: As included in
the Terms
Signature and date: As included in the Terms
Role: Processor

B. DESCRIPTION OF TRANSFER

‍Categories of data subjects whose personal data is transferred

1  Employees, contractors, or students of Organizations who use the Service

2 Other meeting participants where the Service is used by one of the above data
subjects

Categories of personal data transferred

1  Registration information including email address and volunteered first and
last name

2  Audio recordings stored by the user that may include personal data

Personal data transferred (if applicable) and applied restrictions or safeguards
that fully take into consideration the nature of the data and the risks
involved, such as for instance strict purpose limitation, access restrictions
(including access only for staff having followed specialised training), keeping
a record of access to the data, restrictions for onward transfers or additional
security measures.

1  The Service may Process voiceprints to recognize users and automatically tag
their name within the transcript.

The frequency of the transfer (e.g. whether the data is transferred on a one-off
or continuous basis).

Continuous

Nature of the processing

Processing operations as detailed in the Terms

Purpose(s) of the data transfer and further processing

1  The Service creates legible notes from recorded voice conversations using
proprietary technologies for automated speech recognition (ASR), keyword
extraction and voice to text synchronization. Data may be ingested directly via
recording using a mobile or web application, upload of audio files or
synchronization with other applications including cloud storage or online video
conferencing that store or capture recorded audio. Audio is processed in cloud
infrastructure and delivered to the Otter application where it may be consumed
or downloaded in a variety of formats.

The period for which the personal data will be retained, or, if that is not
possible, the criteria used to determine that period

As detailed in the Terms.‍

C. COMPETENT SUPERVISORY AUTHORITY‍

As detailed in Appendix 1. 

The competent authority for data transfers subject to the UK Addendum is the
Information Commissioner’s Office in the UK.




APPENDIX 3

Security Measures

The Service is provisioned using a cloud-based platform and we employ best
practices and appropriate technical and organizational measures to safeguard
Personal Data. The Company regularly monitors compliance with these measures. A
summary of security measures includes:

Physical Access Controls

User Content is hosted by Amazon Web Services (AWS), which is certified SOC 2
Type 2. AWS maintains a list of certifications and third-party assessments. The
AWS infrastructure is managed in Amazon controlled data centers throughout the
world and the data centers are secured with physical controls to prevent
unauthorized access. 

Access to the Company’s office is restricted to authorized personnel and
security cameras are positioned to record video of ingress/egress points.

System Access Controls

We maintain separate production and development/staging environments. Access to
production environments is limited to authorized personnel and access is logged.

Data Access Controls

To troubleshoot and address Customer issue(s), the Company support team will
request and obtain explicit permission from Customer and approval from
appropriate system administrator(s) before accessing specific User Content that
is related to the Customer reported issue(s). Access to User Content to
troubleshoot customer issues is further restricted to select support personnel
assisting with the issue(s). These types of support requests are logged.

Transmission Controls

Communication over the internet with Company via web application are transmitted
over secure encrypted connection. Company uses HTTPS for communications and
industry standard encryption algorithms for stored User Content and passwords.

Input Controls

Customer is authenticated by password or using Google, Microsoft, or Apple
login. Two factor authentication may be enabled by account administrator(s) for
Pro Workspace, Business or Enterprise accounts. Company uses web cookies to
validate signed in Customers.

Data Backups

We have daily backup of databases and User Content is stored in persistent
storage.

Data Segregation

Company logically segregated Customer Personal Data so that the Customers will
only be able to access their own data and not Personal Data belonging to other
Customers.




APPENDIX 4 

LIST OF SUBPROCESSORS‍

The controller has authorized the use of the subprocessors listed on the page
https://otter.ai/subprocessors.




APPENDIX 5

DESCRIPTION OF THE PROCESSING

1. Data Subjects

The Customer Personal Data Processed concern the following categories of Data
Subjects (please specify):

#  CATEGORY

1  Employees, contractors, or students of Organizations who use the Service

2 Other meeting participants where the Service is used by one of the above data
subjects

2. Categories of Customer Personal Data

The Customer Personal Data Processed concern the following categories of data
(please specify):

#  CATEGORY

1  Registration information including email address and volunteered first and
last name

2  Audio recordings stored by the user that may include personal data

3. Sensitive data

The Customer Personal Data Processed concern the following special categories of
data (please specify):

#  CATEGORY

1  The Service may Process voiceprints to recognize users and automatically tag
their name within the transcript.

‍4. Processing operations

The Customer Personal Data will be subject to the following basic Processing
activities (please specify):

#  CATEGORY

1  The Service creates legible notes from recorded voice conversations using
proprietary technologies for automated speech recognition (ASR), keyword
extraction and voice to text synchronization. Data may be ingested directly via
recording using a mobile or web application, upload of audio files or
synchronization with other applications including cloud storage or online video
conferencing that store or capture recorded audio. Audio is processed in cloud
infrastructure and delivered to the Otter application where it may be consumed
or downloaded in a variety of formats.




APPENDIX 6

U.S. STATE PRIVACY LAW DATA PROCESSING AGREEMENT

This U.S. Privacy Law Data Processing Agreement (“U.S. State DPA”) is
incorporated and made part of the Terms of Service (the “Terms”) between you, on
behalf of you and your affiliates (“Customer”), and Otter.ai (“Vendor”) (each a
“Party” and collectively the “Parties”) for so long as Vendor processes Personal
Data on behalf of Customer. This U.S. State DPA prevails over any conflicting
terms of the Terms.

1. Definitions. For the purposes of this U.S. State DPA-  

1.1. “State Privacy Laws” means, collectively, all U.S. state privacy laws and
their implementing regulations, as amended or superseded from time to time, that
apply generally to the processing of individuals’ Personal Data and that do not
apply solely to specific industry sectors (e.g., financial institutions),
specific demographics (e.g., children), or specific classes of information
(e.g., health or biometric information). State Privacy Laws include the
following:

1.1.1. California Consumer Privacy Act of 2018 as amended by the California
Privacy Rights Act of 2020 (California Civil Code §§ 1798.100 to 1798.199)
(“CPRA”);

1.1.2. Colorado Privacy Act (Colorado Rev. Stat. §§ 6-1-1301 to 6-1-1313)
(“ColoPA”);

1.1.3. Connecticut Personal Data Privacy and Online Monitoring Act (Public Act
No. 22-15) (“CPOMA”);

1.1.4. Utah Consumer Privacy Act (Utah Code Ann. §§ 13-61-101 to 13-61-404)
(“UCPA”); and

1.1.5. Virginia Consumer Data Protection Act (Virginia Code Ann. §§ 59.1-575 to
59.1-585) (“VCDPA”).

1.2. “Personal Data” means information that identifies, relates to, describes,
is reasonably capable of being associated with, or could reasonably be linked,
directly or indirectly, with an identified or identifiable natural person. Where
applicable, Personal Data shall be interpreted consistent with the same or
similar term under State Privacy Laws.

1.3. “Share,” “Shared,” and “Sharing” have the meaning defined in the CPRA.

1.4. “Sale” and “Selling” have the meaning defined in the State Privacy Laws.

1.5. “Controller” means “Controller” or “Business” as those terms are defined in
the State Privacy Laws.

1.6. “Processor” means “Processor,” “Service Provider,” or “Contractor” as those
terms are defined in the State Privacy Laws.

1.7. “Consumer” has the meaning defined in the State Privacy Laws.

1.8. “Processing,” “Process,” and “Processed” have the meaning defined in the
State Privacy Laws.

1.9. “Company Personal Data” means Personal Data provided by Company to, or
which is collected on behalf of Company by, Vendor to provide services to
Company pursuant to the Terms.

1.10. In the event of a conflict in the meanings of defined terms in the State
Privacy Laws, the meaning from the law applicable to the state of residence of
the relevant Consumer applies.

2. Scope, Roles, and Termination.

2.1. Applicability - This U.S. State DPA applies only to Vendor’s Processing of
Company Personal Data for the nature, purposes, and duration set forth in
Appendix 1 and Appendix 5.  

2.2. Roles of the Parties - For the purposes of the Terms and this U.S. State
DPA, Company is the Party responsible for determining the purposes and means of
Processing Company Personal Data as the Controller and appoints Vendor as a
Processor to Process Company Personal Data on behalf of Company for the limited
and specific purposes set forth in Appendix 5.

2.3. Obligations at Termination - Upon termination of the Terms, except as set
forth therein or herein, Vendor will discontinue Processing and destroy or
return Company Personal Data in its or its subcontractors and sub-processors
possession without undue delay. Vendor may retain Company Personal Data to the
extent required by law but only to the extent and for such period as required by
such law and always provided that Vendor shall ensure the confidentiality of all
such Company Personal Data. 

3. Compliance.

3.1. Compliance with Obligations - In addition to the representations and
warranties set forth in the Terms, Vendor further represents and warrants that
Vendor, its employees, agents, subcontractors, and sub-processors (a) shall
comply with the obligations of the State Privacy Laws, (b) shall provide the
level of privacy protection required by the State Privacy Laws, (c) shall
provide Company with all reasonably-requested assistance to enable Company to
fulfill its own obligations under the State Privacy Laws, and (d) understand and
shall comply with this U.S. State DPA. Upon the reasonable request of Company,
Vendor shall make available to Company all information in Vendor’s possession
necessary to demonstrate Vendor’s compliance with this subsection. 

3.2. Compliance Assurance - Company has the right to take reasonable and
appropriate steps to ensure that Vendor uses Company Personal Data consistent
with Company’s obligations under applicable State Privacy Laws and the security
measures attached hereto at Appendix 3 and incorporated herein. 

3.3. Compliance Monitoring - Company has the right to monitor Vendor’s
compliance with this U.S. State DPA through measures, including, but not limited
to, ongoing manual reviews, automated scans, regular assessments, audits, or
other annual technical and operational testing at least once every 12 months.  

3.4. Compliance Remediation - Vendor shall notify Company no later than five
business days after determining that it can no longer meet its obligations under
applicable State Privacy Laws. Upon receiving notice from Vendor in accordance
with this subsection, Company may direct Vendor to take reasonable and
appropriate steps to stop and remediate unauthorized use of Company Personal
Data.

4. Restrictions on Processing.

4.1. Limitations on Processing - Vendor will Process Company Personal Data
solely as instructed in the Terms and this U.S. State DPA. Except as expressly
permitted by the State Privacy Laws, Vendor is prohibited from (i) Selling or
Sharing Company Personal Data, (ii) retaining, using, or disclosing Company
Personal Data for any purpose other than for the specific purpose of performing
the Services specified in Appendix 5, (iii) retaining, using, or disclosing
Company Personal Data outside of the direct business relationship between the
Parties, and (iv) combining Company Personal Data with Personal Data obtained
from, or on behalf of, sources other than Company, except as expressly permitted
under applicable State Privacy Laws. 

4.2. Confidentiality - Vendor shall ensure that its employees, agents,
subcontractors, and sub-processors are subject to a duty of confidentiality with
respect to Company Personal Data.

4.3. Subcontractors; Sub-processors -Vendor’s current subcontractors and
sub-processors are available at https://otter.ai/subprocessors. Vendor shall
notify Company of any intended changes concerning the addition or replacement of
subcontractors or sub-processors. Further, Vendor shall ensure that Vendor’s
subcontractors or sub-processors who Process Company Personal Data on Vendor’s
behalf agree in writing to the same or equivalent restrictions and requirements
that apply to Vendor in this U.S. State DPA and the Terms with respect to
Company Personal Data, as well as to comply with the applicable State Privacy
Laws. 

4.4. Right to Object - Company may object in writing to Vendor’s appointment of
a new subcontractor or sub-processor on reasonable grounds by notifying Vendor
in writing within 30 calendar days of receipt of notice in accordance with
Section 4.3. In the event Company objects, the Parties shall discuss Company’s
concerns in good faith with a view to achieving a commercially reasonable
resolution. 

5. Consumer Rights.

5.1. Vendor shall provide commercially reasonable assistance to Company for the
fulfillment of Company’s obligations to respond to State Privacy Law-related
Consumer rights requests regarding Company Personal Data. 

5.2. Company shall inform Vendor of any Consumer request made pursuant to the
State Privacy Laws that they must comply with. Company shall provide Vendor with
the information necessary for Vendor to comply with the request.

5.3. Vendor shall not be required to delete any Company Personal Data to comply
with a Consumer’s request directed by Company if retaining such information is
specifically permitted by applicable State Privacy Laws; provided, however, that
in such case, Vendor will promptly inform Company of the exceptions relied upon
under applicable State Privacy Laws and Vendor shall not use Company Personal
Data retained for any purpose other than provided for by that exception.

6. Deletion of Company Personal Data

6.1. Upon direction by Company, and in any event no later than 30 days after
receipt of a request from Company, Vendor shall promptly delete Company Personal
Data as directed by Company, unless Vendor is required by law to retain such
data, in which case Vendor shall, on ongoing basis, isolate and protect the
security and confidentiality of such Personal Data and prevent any further
processing except to the extent required by such law and shall destroy or return
to Company all other Personal Data not required to be retained by Vendor by law.

7. Deidentified Data‍

7.1. In the event that Company discloses or makes available Deidentified data
(as such term is defined in the State Privacy Laws) to Vendor, Vendor shall not
attempt to reidentify the information.

8. Security

8.1. Vendor and Company shall implement and maintain no less than commercially
reasonable security procedures and practices, appropriate to the nature of the
information, to protect Company Personal Data from unauthorized access,
destruction, use, modification, or disclosure.

8.2. Vendor shall fully comply with the security measures attached at Appendix
3.

9. Sale of Data‍

9.1. The Parties acknowledge and agree that the exchange of Personal Data
between the Parties does not form part of any monetary or other valuable
consideration exchanged between the Parties with respect to the Terms or this
U.S. State DPA.

10. Changes to Applicable Privacy Laws.‍

10.1. The Parties agree to cooperate in good faith to enter into additional
terms to address any modifications, amendments, or updates to applicable
statutes, regulations or other laws pertaining to privacy and information
security, including, where applicable, the State Privacy Laws.

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