Terms of Use

MFG Terms and Conditions

Last updated: May 23, 2024

Change In Ownership Notice: OTTO dms, Inc. has acquired MFG from Shapeways Holdings, Inc.

For archived version click here: May 23, 2024

OTTO dms, Inc. (“OTTO dms”) owns and operates the MFG Platform, an online marketplace connecting buyers of custom parts to manufacturers (the “MFG Platform” or “Platform”), which OTTO dms makes available to buyers and manufacturers (“you,” “user”) via the mfg.com and ottosoftware.com websites (the “Sites”). These MFG Terms and Conditions (“Terms and Conditions” or “Terms”) applies to and governs your access to and use of the Sites and Platform (collectively “MFG”) and all services, features, functionality, content, materials, software, and offers we provide through the Sites and Platform (the “MFG Services” or the “Services”,) as well as your relationship with OTTO dms, our affiliates, partners, vendors, and service providers (referred to herein as “OTTO dms”, “we”, “us”, or “our”).

These Terms constitute a binding contract between you, as a user of MFG and the Services, and OTTO dms.

By using MFG and/or the Services, you acknowledge you have read, understood, agree and are authorized to be bound by these Terms, and to comply with all applicable laws and regulations. You also certify that any content uploaded to MFG does not violate any federal law or regulation or applicable standards maintained by ISO, ASTM, ASME, or other similarly situated body.

IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE SITES, THE MFG PLATFORM, OR THE SERVICES.

1. MFG Services

The MFG Services are made up of different services provided through the MFG Platform, including our comprehensive manufacturer directory, streamlined Request for Quote (RFQ) process, order management tools, raw materials marketplace, and transaction services.

You represent and warrant that you are at least 18 years of age to use these Services. We may, in our sole discretion, refuse to offer the Services to any person or entity, and/or change eligibility criteria at any time. The Services are offered only for your use, and not for the use or benefit of any third party.

We reserve the right to refuse to provide Services to anyone at any time for any reason. We further reserve the right to modify the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

2. Changes To These Terms and Conditions

We may modify or change these Terms from time to time in our sole discretion, effective immediately upon posting the revised Terms, along with the effective date, on the Sites; however, we will notify you by email or through the MFG Platform or Services if we make a modification that materially affects your rights. When you access MFG and/or use the Services after the updated Terms is posted, such access and use signify your acceptance to the modifications.

The version of these Terms posted on the Sites on each respective date you visit such will be the Terms applicable to your access thereto and/ or use of the MFG Platform and Services on that date. Our electronically or otherwise properly stored copies of the Terms shall be deemed to be the true, complete, valid, and authentic copy of the version of the Terms that was in force on each respective date you used the MFG Platform and Services.

3. Privacy

Please review our Privacy Policy located at mfg.com/privacy to understand our privacy practices when you access MFG and/or use the MFG Platform and Services.

4. Account Terms

To use some Services, you must register for an MFG account on the MFG Platform (an “Account”). You must provide current, accurate, and complete identification, contact, location, and other information that may be required as part of the Account registration process and/or continued use of the Services, and you must keep your Account information updated. When creating an Account, you must not misrepresent yourself, your business/services, or your affiliation with any organization, company, or group, and you shall not: (a) select or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (c) use, as a username, a name that is otherwise offensive, vulgar or obscene. Accounts are personal to the user and are not transferable to any other person or entity. You are entirely responsible for maintaining the confidentiality of your login ID, password, and your Account information, and are solely responsible for all activities that occur on your Account. You must notify us immediately of any unauthorized access to or use of your Account, login ID, or password, or any other unauthorized access or breach of security. You should never share, publish, distribute or post login information for your Account. We will not be liable for any loss or damage from your failure to maintain the security of your Account, login ID, and password. You shall have the ability to delete your Account, either directly or through a request made to us at support@ottodms.io. We reserve the right to suspend or terminate your Account for any reason without notice.

5. Paid Membership Subscription Services

We offer Paid Membership Subscriptions to use the MFG Platform and Services which are available on either a monthly or annual basis and which auto-renew as detailed below (“Paid Subscription”). To enroll in a Paid Subscription and become a “Paid Suppliers or “Paid Member”, you must complete and sign a membership Subscription Order Form, either on paper or electronic form, and accept and agree to be bound by these Terms. By becoming a Paid Member, you represent that you are legally permitted in your jurisdiction to enter into agreements for the purchase of the Services offered by the MFG Platform and that you are also legally able to offer goods and services in accordance with those that you may quote via the MFG Platform.

A Paid Subscription is only for the designated user. OTTO dms reserves all rights as to the granting of a Paid Subscription. Prior to utilizing the MFG Platform, Paid Members are required to complete their Account profiles with accurate and current information.

The Subscription Term, Listing Tier, Subscription Fee, payment terms and other Paid Subscription membership information is detailed on the Paid Member’s Subscription Order Form. In addition, access to Requests for Quotes (“RFQ”) are limited to those regions and capabilities specified on the Subscription Order Form.

All Paid Subscriptions automatically renew at the same Subscription Term, Subscription Fee, Listing Tier, and payment terms specified in your Subscription Order Form or Account.

Subscription Fees for an annual Paid Subscription can be paid on a quarterly, semi-annual, or annual basis as set forth in the Subscription Order Form. All Subscription Fees are non-refundable; provided that the Subscription Fee has been paid in full, a Paid Member may cancel their annual Paid Subscription or auto-renewal thereof by notifying an account representative in writing or by emailing support@ottodms.io at least 30 days prior to the end of the Subscription Term.

Subscription Fees for a monthly Paid Subscription are due in advance each month. Paid Members on a monthly Paid Subscription can cancel the auto-renewal thereof at any time by emailing support@ottodms.io, or, if available, by following the steps set forth on the MFG Platform for auto renewal membership.

Paid Members authorize OTTO dms to store their payment method(s) and to automatically charge all Subscription Fee payments for the Subscription Term and all auto-renewals thereof until they cancel their Paid Subscription as specified above. If the authorized payment method(s) expires prior to the payment of all installments of the Subscription Fee, you agree to provide a new form of payment prior to the expiration date. Subscription Fees are considered delinquent if those fees are not received on the scheduled payment date. OTTO dms reserves the right to suspend your Paid Subscription in the event you are delinquent in payment and to bill the balance of your remaining Subscription Fee membership obligation. Additionally, OTTO dms is entitled to recover any sums expended in connection with the collection of delinquent amounts due and owing for your Paid Subscription, including reasonable attorney’s fees. Your Paid Subscription may be restored once you have paid the entire Subscription Fee in full, however, the Subscription Term will not be extended to cover any time your Paid Subscription was suspended. You authorize OTTO dms to store your payment method(s) and to automatically charge your payment method(s) until you have paid your Subscription Fee in full and cancel your Subscription. If the authorized payment method(s) expires prior to the payment of all installments of the Subscription Fee, you agree to provide a new form of payment prior to the expiration date.

From time to time, OTTO dms contracts with third party vendors to provide “value-added” benefits to its Paid Members that choose to participate in such a program. Paid Members that choose to participate in such benefit programs must (a) accept the terms and conditions of the vendor providing the benefits, and (b) remain a Paid Member of MFG to receive the benefits.

Terms and conditions for raw materials providers can be found here.

6. Free Trial Membership Subscription Offer

From time to time and at our sole discretion, OTTO dms may offer users a free trial of a Paid Subscription (the “Free Trial Offer”) for a period of five (5) days (the “Free Trial Period”) from the moment you activate such trial period by submitting your payment details. By registering for the Free Trial Offer, you (a) acknowledge and agree to these Terms and Conditions, and (b) consent to automatic enrollment in our Paid Subscription on a monthly auto-renewal basis and our processing your payment for the Subscription Fee each month, in advance unless you cancel the Free Trial Offer at any time during the Free Trial Period by clicking the cancel button found on the billing page of your Account, and (c) agree to the terms applicable to the Paid Subscription as set forth above in Section 5 upon such automatic enrollment. You may only use this Free Trial Offer once. We reserve the right to withdraw or modify the Free Trial Offer at any time without prior notice and with no liability.

7. Buyers and Suppliers

Buyers including Engineers, Sourcing Professionals and all others registering as buyers and sourcing on MFG (“Buyers”) represent that they are the owners of the intellectual property (e.g., designs, drawings, plans, etc.) placed on the MFG Platform for sourcing or that they have the full authority to do so, including to place drawings on the Platform which are then disseminated to the MFG Supplier community. OTTO dms does not guarantee that quotes will be received by Buyers’ sourcing RFQs.

Suppliers and all others registering as suppliers and providing quotes on MFG (“Suppliers”) represent that they will respect the intellectual property of Buyers, including abiding by the confidentiality agreements and non-disclosure agreements specified by Buyers.

Buyers and Suppliers are responsible for performing their own due diligence on one another prior to soliciting quotes or providing quotes or awarding work and transacting business. This due diligence may take forms not provided by the MFG Platform or through the Services.

OTTO dms is not directly involved in or otherwise a party to any transactions that may take place between Buyers and Suppliers. OTTO dms has no control over the accuracy, quality, capacity, safety, legality or any other aspect of the Supplier’s quotes or any claims made by Suppliers about the products or services they offer, the ability of Suppliers to manufacture or fulfill the items, or the ability of Buyer to pay for the items. OTTO dms does not conduct background checks regarding any users of the MFG Platform and our verification process for Suppliers is limited. OTTO dms is not a broker, agent or insurer for any users of the MFG Platform or Services, whether for Buyers or Suppliers. OTTO dms makes no representations, warranties or guarantees regarding any content or information provided by the Suppliers. We encourage you to communicate directly with potential transaction partners through the tools available through the MFG Platform. All transactions between Buyers and Suppliers are made at each party’s sole and exclusive risk.

Point of Sale and Transaction Options: OTTO dms offers Supplier’s the option of utilizing OTTO dms’ transaction platform to accept payment from Buyers.

8. User Content

By submitting communications, photos, data, information, RFQs, reviews/opinions or any other content or materials (“User Content”) to OTTO dms and/or sharing, posting, or transmitting such via the MFG Platform and Services, you are (a) authorizing us to use such User Content (including, where applicable, your name, image and likeness), and (b) granting us a non-exclusive, royalty-free, fully sublicensable, perpetual, assignable, irrevocable right and license under all intellectual property rights to copy, use, distribute, reproduce, publish, translate, reformat, modify, display, perform, create derivative works from, store and otherwise use such User Content, with or without attribution, in any media known now or in the future for any lawful purpose in connection with the Sites, MFG Platform, Services, and/or our business, and without compensation to you. You represent and warrant that you have sufficient legal rights in the User Content to grant OTTO dms the rights described above. You understand and agree that User Content submitted through the Sites and MFG Platform is not confidential or proprietary unless expressly subject to an NDA agreed to between Buyers and Suppliers.

OTTO dms provides certain opportunities for you to provide ratings, opinions, or reviews in connection with MFG and the Services (“User Commentary”). User Commentary must not violate these Terms (especially as set forth below under the Use/ Prohibited Activities section). OTTO dms reserves the right, in its sole discretion, to remove any User Content for any reason at any time.

By submitting User Content and/or User Commentary, you hereby represent and warrant: (i) your User Content and User Commentary is not confidential or proprietary to any third party and is submitted without any expectation of privacy; (ii) your User Content and User Commentary does not violate any law, regulation, or contractual restriction; (iii) your User Content and User Commentary does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any person or third party; and (iv) you are fully responsible for your User Content and User Commentary, which must comply with these Terms.

OTTO dms does not endorse the accuracy or reliability of any User Commentary, and User Commentary does not reflect the views of OTTO dms.

OTTO dms is not responsible, or liable to you, any user, or third party, for the content, reliability, legality, or accuracy of any User Content of User Commentary. Use of User Content and/or User Commentary is at your own risk.

OTTO dms neither actively monitors general access to the MFG Platform or the Services, nor exercises editorial control over any User Content or User Commentary. However, OTTO dms does reserve the right to monitor such User Content, User Commentary or other use at any time as it deems appropriate and to remove any User Content, User Commentary, or other materials that, in OTTO dms’ sole discretion, may be illegal, may subject OTTO dms to liability, may violate these Terms, or are, in the sole discretion of OTTO dms, inconsistent with OTTO dms’ intended purpose for the MFG Platform and the Services.

Please note that we do not seek any unsolicited ideas or improvements for the Sites, MFG Platform or the Services and that any unsolicited ideas, improvements, suggestions or feedback you submit or otherwise provide to OTTO dms are provided on a non-confidential and non-propriety basis, are deemed User Content and licensed to us as set forth herein, and OTTO dms is free to use such without payment, attribution, or restriction.

9. Use/Prohibited Activities

OTTO dms reserves the right to do any of the following, at any time, without notice or liability: (a) refuse, restrict, suspend, discontinue, or terminate operation of or access to the Sites or use of the MFG Platform or Services, or any portion thereof; (b) modify or change the Sites, Platform or Services, or any portion thereof, and any applicable policies or terms; and (c) interrupt the operation of the Sites, Platform, or Services, or any portion thereof as necessary to perform maintenance, error correction, or make other changes.

In connection with your access to and use of MFG and the Services, you agree you will not (or allow or assist a third party to):

Reverse engineering: Decompiling, disassembling, reverse engineering, or otherwise attempting to discover the source code, underlying algorithms, or proprietary components of the Sites, Platform, or Services.
Spamming and phishing: Engaging in spamming, phishing, or sending unsolicited messages, promotions, or advertisements through the Sites, Platform or Services.
Misrepresentation: Impersonating another user, providing false or misleading information, or otherwise misrepresenting your identity or affiliation.
Scraping and data mining: Using automated tools, scripts, or other methods to scrape, data mine, or extract data from the Sites, Platform, or Services without explicit, written permission from OTTO dms.
Harassment and offensive content: Engaging in harassment, bullying, or posting offensive, defamatory, obscene, or inappropriate content.
Malicious activity: Introducing viruses, malware, or other harmful code or using the Sites, Platform, or Services to engage in hacking, cyber-attacks, or other malicious activities.
Intellectual property infringement: Uploading, sharing, or distributing copyrighted, trademarked, or other protected content without the necessary rights or permissions.
Overburdening resources: Overloading or attempting to disrupt the proper functioning of the Sites, Platform, or Services by placing an excessive burden on the infrastructure, servers, or network resources.
Reselling or sublicensing: Reselling, sublicensing, or providing unauthorized access to the Sites, Platform, or Services to third parties without the express, written consent OTTO dms.
Violation of applicable laws: Using the Sites, Platform, or Services in a manner that violates any applicable local, state, national, or international laws or regulations.
Circumventing security measures: Attempting to bypass, disable, or otherwise circumvent any security features, access controls, or limitations imposed by the Sites, Platform, or Services.
Unauthorized access: It is prohibited to gain unauthorized access to the Sites, Platform or Services. Users are prohibited from sharing Account login information for any reason, including to avoid paying for additional licenses.

OTTO dms reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or Account. OTTO dms reserves the right at all times to disclose any information as OTTO dms deems necessary to satisfy the requirements of any applicable law, regulation, legal process or governmental request. You also agree to reimburse OTTO dms for any damage, loss, cost, or expense OTTO dms incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your access to the Sites or use of the MFG Platform or Services for any unlawful or prohibited purpose.

10. Termination

We may terminate your Account, including your Paid Membership Subscription, and delete your data immediately if you (a) breach any provision of these Terms, or (b) if we are unable to verify or authenticate any information you provide to us. In addition, OTTO dms has the right, with prior written notice, to close your Account or reject Paid Membership Subscription renewal in case of repeated user and/or Supplier claims of inappropriate behavior or misconduct. You may terminate your Paid Membership Subscription by sending us a notice via email to support@ottodms.io or updating your Paid Membership Subscription under My Profile / Account Information. Termination of your Paid Membership Subscription does not entitle you to a refund of any pre-paid Subscription Fees and does not relieve you of any ongoing payment obligations due under any Paid Membership Subscription or to fulfill contractual obligations to other members of MFG.

11. Use of Downloadable Software

Any software that may be downloaded from the Sites or Platform is licensed subject to the terms of the applicable license agreements. Except for the limited rights granted pursuant to such license agreements, OTTO dms and its licensors reserve all intellectual property rights, title and interest in such software.

12. MFG Ownership/Intellectual Property Rights

The Sites, Platform, and Services, including all content, code, software, graphics, images, Marks, logos, domain names, other materials, well as the design and “look and feel”, all modifications and updates thereto and all intellectual property rights therein and thereto (excluding User Content and User Commentary) (collectively, “OTTO dms IP”), are owned by or licensed to OTTO dms by third parties licensors, and are proprietary to OTTO dms and its licensors and protected by intellectual property and other proprietary rights, laws, and treaties. No ownership rights or interests in the OTTO dms IP are transferred to you by these Terms or by your access to and use of the OTTO dms P, whether by estoppel, implication, or otherwise. You do not have any rights in or to the OTTO dms IP except for the limited, express rights granted in these Terms.

You acknowledge that OTTO dms has acquired, and is the owner of, common law or registered trademark rights in the name and word mark “OTTO” and “MFG” and in the other marks, logos, trade dress and design marks displayed on the Sites, Platform, and Services (“Marks”). You will not challenge the validity of, or OTTO dms’ ownership of, the Marks, and you waive any rights you may have to do so. You may not use our Marks in connection with any product or service without our prior, written consent, or in any manner that is likely to cause confusion. All use of the Marks by you will inure solely and exclusively to OTTO dms’ benefit.

Subject to these Terms, OTTO dms grants you a personal, non-exclusive, non-transferable, revocable, and limited license to access the Sites and use the MFG Platform and Services and OTTO dms IP solely for the purposes specified in the Terms. This license shall automatically and immediately terminate upon any termination of these Terms and/or your Account.

13. Indemnification

You shall defend, indemnify, and hold us, our affiliates, vendors, and each of our and their respective employees, agents, contractors, directors, suppliers and representatives harmless from all liabilities, claims, damages, losses, costs and expenses, including reasonable attorneys’ fees, that arise from or relate to any of the following (including as a result of your direct activities or those conducted on your behalf); (a) your use or misuse of, or access to, the Sites, MFG Platform or Services, or otherwise from your User Content, User Commentary; (b) your breach or violation of these Terms; and (c) infringement of any third party intellectual property right or publicity, confidentiality, or privacy right. You will not settle any claim without the prior written consent of OTTO dms, and we reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. All rights and duties of indemnification set forth herein shall survive termination of these Terms, your Account, and Paid Membership Subscription, as applicable.

Should a dispute arise between you and any other user or users of the MFG Platform, or an outside party, you release OTTO dms from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. OTTO dms encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable and appropriate. OTTO dms, for the benefit of users, may elect to assist users resolve disputes, however, OTTO dms does so in its sole and exclusive discretion, and OTTO dms undertakes no formal obligation to resolve disputes between users or between users and outside parties. To the extent that OTTO dms attempts to resolve such disputes, OTTO dms does so in good faith and based solely on its policies. OTTO dms will not make judgments regarding legal issues or claims.

14. No Warranty

OTTO PROVIDES THE SITEs, PLATFORM, SERVICES, AND PAID MEMBERSHIP SUBSCRIPTION “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITES, PLATFORM AND SERVICES ARE AT YOUR SOLE RISK AND THAT OTTO DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SITES, PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITES, PLATFORM, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITES, PLATFORM, OR SERVICES WILL BE ACCURATE OR RELIABLE; AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SITES, PLATFORM, OR SERVICES WILL BE CORRECTED. OTTO SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM OTTO SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

IF YOU ARE DISSATISFIED WITH THE SITES, PLATFORM OR SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITES, PLATFORM AND SERVICES.

OTTO PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THS SITES, PLATFORM, AND THE SERVICES WITHOUT NOTICE. FURTHER, OTTO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OR PERFORMANCE OF MFG OR THE SERVICES. OTTO SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT OR ANY OTHER INFORMATION ON THE SITES, PLATFORM OR THE SERVICES.

15. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE TO YOU, ANY USER, OR ANY THIRD PARTY UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITES, PLATFORM, SERVICES, YOUR ACCOUNT OR PAID MEMBERSHIP SUBSCRIPTION, AND REGARDLESS OF WHETHER OTTO WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS, FOR ANY (A) LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (HOWSOEVER ARISING) , OR (B) DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE SUBSCRIBER FEE PAID BY YOU DURING THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH DMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OFDAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

This limitation of liability reflects the allocation of risk between you and us, and will survive and apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.

16. Applicable Law

These Terms and Conditions and the use of the Sites, Platform, and Services shall be governed by the laws of New York, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than New York, USA.

17. Binding Individual Arbitration Agreement; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against OTTO dms on an individual basis in binding arbitration as set forth in this Section (“Arbitration Agreement”), and not as a class, collective, coordinated, consolidated, mass and/or representative action. Binding arbitration is a procedure in which a dispute is submitted to one or more arbitrators who make a binding decision on the dispute. In choosing binding arbitration, you and OTTO dms are opting for a private dispute resolution procedure where you agree to accept the arbitrator’s decision as final instead of going to court. You and OTTO dms are each waiving your right to a jury trial.

You agree that any and all disputes, claims, or controversies between you and OTTO dms arising out of or relating to these Terms, the Sites, Platform, the Services, your Account or Paid Membership Subscription, or any other aspect of the relationship between you and OTTO dms (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) (collectively, “Disputes”) will be governed by the below procedures.

Informal Dispute Resolution: We want to address your concerns without needing a formal legal proceeding. Before filing a claim against OTTO dms, you agree to try to resolve the Dispute informally by contacting us at support@ottodms.io. We will try to resolve the Dispute amicably by contacting you through email. If a Dispute is not resolved within 15 business days after submission, you or OTTO dms may bring a formal legal proceeding.
Arbitration Agreement: EXCEPT AS SET FORTH UNDER EXCEPTIONS TO AGREEMENT TO ARBITRATE BELOW, YOU AND OTTO AGREE TO RESOLVE ALL DISPUTES THROUGH FINAL AND BINDING ARBITRATION PURSUANT TO THE BELOW ARBITRATION PROCEDURES. YOU AND OTTO EACH WAIVE THE RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION
Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in the United States in New York, New York, or any other location mutually agreed to by you and us, provided, however, that if you are an individual residing in the U.S. and acting in a personal capacity, the arbitration proceeding will be held in your hometown. The arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute, claim, or controversy arising out of or relating to the interpretation, applicability, arbitrability, enforceability, or formation of these Terms. To the extent that the arbitrator deems reasonable, the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Arbitration proceedings will be conducted in English and in a manner that preserves confidentiality. The arbitrator’s decision will follow the plain meaning of the relevant documents and will be final and binding and may be entered thereafter by any court of competent jurisdiction. The arbitrator shall not be empowered to award punitive or exemplary damages to any party, except where permitted by statue, and the parties waive any right to recover such damages.
Exceptions to Agreement to Arbitrate: Without first engaging in arbitration or the informal dispute resolution process described above, either you or OTTO dms (i) may assert claims for any Dispute, if they qualify, in small claims court in New York, New York, or any United States county where you live or work and seek an amount up to the jurisdictional limit for individuals in such small claims court (notwithstanding any limitation on such damages set forth herein), or (ii) may bring a lawsuit for injunctive relief solely for infringement or misappropriation of intellectual property rights (e.g., trademark, trade secret, copyright, or patent rights), and also, in the case of OTTO dms, to stop unauthorized use or abuse of the MFG Platform or Services).
No Class Actions: You agree that all Disputes with OTTO dms must be resolved on an individual basis, and that you shall not bring a claim for any Dispute as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted under these Terms.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and OTTO dms agree: (i) that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York, New York, and expressly consent to exclusive venue and personal jurisdiction there, (ii) to waive any claims or defenses that venue is improper for any reason in these courts; and (iii) to waive your right to a jury trial.
Time Limitation on Claims: Regardless of any statute or law to the contrary, any Dispute must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
Survival/Severability: The provisions set forth in this Arbitration Agreement Section shall survive the termination of these Terms. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

18. Entire Agreement

These Terms and Conditions, (as may be revised and amended from time to time according to their respective terms), as well as any applicable terms, conditions, policies, requirements or limitations contained in the MFG Platform, Services, or Subscription Order Form constitute the exclusive and complete agreement between OTTO dms and you. OTTO dms will not be bound by, and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms and Conditions or which may be in any order, receipt, acceptance, confirmation, correspondence or other document.

19. Miscellaneous

These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder, or these Terms, without consent. These Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect. Unless otherwise specified in these Term and Conditions, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices to OTTO dms should be sent to support@ottodms.io. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person or entity other than you and OTTO dms. To the extent any portion of these Terms shall be determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and these Terms as so modified will remain in full force and effect.

20. Contact Information

If you have any questions regarding these Terms and Conditions, the Sites, MFG Platform, Services, your Account or Paid Subscription, you can contact us by sending an email to support@ottodms.io.