Terms of Use

This agreement is entered into between the following parties:

• Service Provider: Road Runner Software Development Company LLC (registered address: 1128 Lexington Avenue, Bldg 4A, Rochester, NY 14606, USA), referred to as 'OttoCentral' or 'the Company' in this agreement.
• User: Any natural person or legal entity that becomes party to this agreement by creating an OttoCentral account or otherwise using the service, referred to as 'User' in this agreement.

The parties are collectively referred to as 'the Parties' and individually as a 'Party'.

The following terms have the meanings assigned to them below:

• Service / Software: The cloud-based software service offered under the OttoCentral brand that lets Users manage multiple Amazon marketplace accounts from a single interface via the Amazon Selling Partner API (SP-API).
• Amazon Account: The Selling Partner Account the User holds under a separate agreement with Amazon Services LLC.
• SP-API: Amazon's official programming interface for selling partners.
• LWA (Login with Amazon): Amazon's OAuth 2.0-based authorization protocol used to grant SP-API access.
• Refresh Token: The long-lived credential issued through LWA authorization that lets OttoCentral make SP-API calls on the User's behalf.
• Marketplace: Any regional Amazon selling platform such as Amazon.com, Amazon.de or Amazon.co.uk.
• Buyer Data: Personal data of end customers who purchase on Amazon, including name, address, phone number and email.
• Account: The User's registration on the OttoCentral platform.
• Subscription: The time-limited and paid service plan the User activates on the Account.
• Sub-Processor: A third-party service provider processing personal data on behalf of OttoCentral (cloud infrastructure, email, payment, WMS integration, etc.).

The subject of this agreement is to define the terms on which the User may use OttoCentral, and the rights and obligations of the Parties.

OttoCentral is a software service that allows a User to view, search and report on inventory, order, price and listing information from one or more Amazon Accounts to which the User has granted Amazon SP-API access, through a single interface.

OttoCentral does not replace Amazon Seller Central or the contractual relationship between the User and Amazon. The User remains directly bound by Amazon's policies, including the Amazon Selling Partner Terms.

To use OttoCentral, the User must create an Account using a valid email address and verify that email address.

The User confirms that the information provided when creating the Account is accurate, current and complete, and agrees to update that information within a reasonable time when it changes.

The User is solely responsible for the security of their Account password and any Google or Amazon session credentials linked to the Account. All actions taken through the Account are presumed, unless proven otherwise, to have been taken by the User.

OttoCentral treats the User as an Amazon seller. The User represents that they are authorized to sell on Amazon and are at least eighteen years old. For corporate Users, the natural person opening the Account represents and warrants that they have the authority to enter into this agreement on behalf of the relevant legal entity.

The core function of OttoCentral relies on access to data associated with the User's Amazon Account through the Amazon SP-API. This access is granted only with the User's explicit authorization.

By granting LWA authorization, the User acknowledges that OttoCentral is permitted to access and process the following categories of data on behalf of the User's Amazon Account: inventory listings, product catalog, order information (including Buyer Data), pricing information, reports, and any other data covered by the relevant Amazon SP-API scopes.

The Refresh Token issued as a result of LWA authorization is stored by OttoCentral in encrypted form. This token is used solely to access data associated with the linked Amazon Account.

The User may revoke the granted authorization at any time from the 'Manage Your Apps' section of Amazon Seller Central. Upon revocation, OttoCentral will lose access to the relevant Amazon Account and will delete the Buyer Data associated with that Account from its systems within thirty (30) days, in accordance with the Amazon Data Protection Policy (DPP).

OttoCentral uses Buyer Data obtained through SP-API solely for displaying the relevant order and, where applicable, transferring it to the User's WMS integration; it does not use such data for marketing, profiling or sale to third parties.

Certain features of OttoCentral are provided under a paid Subscription. Current Subscription plans, fees and scope are published on the OttoCentral pricing page (ottocentral.com/pricing).

Unless stated otherwise, Subscription periods run in thirty (30)-day cycles. Payment is collected in advance at the start of each period through the payment method selected by the User.

Unless the User cancels the current Subscription period, the User agrees that the Subscription will renew automatically for the next period. Cancellation can be made through Account settings until the end of the period; the cancellation takes effect at the end of the current period.

The User uses OttoCentral in the capacity of a merchant or business user. Subscription fees paid are non-refundable unless expressly stated otherwise; OttoCentral reserves the right, at its sole discretion, to issue refunds or credits.

In the event of a failed payment, OttoCentral will provide a seven (7)-day grace period for renewal. If payment is not completed within that period, the Account may be suspended; if payment is not completed within thirty (30) days from the date of suspension, the Account may be terminated.

The User agrees to refrain from the following conduct when using OttoCentral:

1. Reverse-engineering the software, attempting to derive its source code, damaging the software or attempting to circumvent its security measures.
2. Sharing Account credentials, API keys or session tokens with third parties; allowing multiple individuals to access the service under a single Account.
3. Sending automated requests that place unreasonable load on OttoCentral infrastructure, or otherwise deliberately increasing service load.
4. Engaging in conduct that violates Amazon's policies, including the Amazon Selling Partner Terms, or attempting to use OttoCentral as a means to facilitate such conduct.
5. Using OttoCentral to perform, or facilitate the performance of, unauthorized scraping of Amazon or third-party sites.
6. Creating, transmitting or storing on OttoCentral any content that violates applicable law, public order, morality or the rights of third parties.

If OttoCentral identifies any of the conduct listed above, it reserves the right to suspend the relevant Account temporarily or terminate it immediately, without prior notice.

OttoCentral does not replace the Amazon Selling Partner Terms, Amazon Marketplace Fair Pricing Policy, Amazon Acceptable Use Policy or Amazon Data Protection Policy, and does not remove the obligations these policies place on the User.

The User acknowledges that they are solely responsible for the compliance of their Amazon Account with Amazon's policies and for any suspension, termination or other disciplinary action Amazon may take against that Account. OttoCentral is not a party to any dispute between the User and Amazon.

OttoCentral undertakes to meet its own data-protection obligations for Buyer Data through its infrastructure; the User is likewise responsible for authorizing individuals who access such data on their side and for keeping that data secure.

The OttoCentral software, interface design, source code, brand, logo and content belong to Road Runner Software Development Company LLC and are protected under the US Copyright Act (17 U.S.C.), US trademark law and applicable international intellectual property treaties.

'OttoCentral', 'OTTO' and related visual elements are trademarks of Road Runner Software Development Company LLC. The User may not use, reproduce or imitate these marks without OttoCentral's prior written consent.

Data processed by the User through OttoCentral (Amazon inventory, orders, notes, etc.) belongs to the User. The User grants OttoCentral a non-exclusive, worldwide, time-limited and royalty-free license to process such data for the purpose of providing and improving the service.

OttoCentral takes industry-standard measures to back up the data held in its systems at reasonable intervals. However, as the primary owner and controller of the data in its Amazon Account, the User agrees not to rely on OttoCentral as the sole backup source for critical business data.

OttoCentral does not guarantee that the service will be provided without interruption. Planned maintenance, outages that may be experienced by third-party service providers (Amazon SP-API, cloud infrastructure, payment infrastructure, etc.) and force-majeure events may affect service continuity.

The OttoCentral service is provided on an 'as-is' and 'as-available' basis. OttoCentral makes no express or implied warranty that the service is fit for a particular purpose, will operate without interruption or error, or will produce a positive impact on the User's business results.

OttoCentral is not liable for the temporary or permanent effect on the service of any change, outage or error occurring in Amazon SP-API or other third-party services.

OttoCentral cannot be held responsible for the suspension, termination or similar sanction taken against the User's Amazon Account by Amazon, nor for the consequences that the User's actions on OttoCentral may have on the User's commercial relationships.

To the maximum extent permitted by applicable law, OttoCentral's total liability to the User is limited to the total Subscription fees paid by the User during the twelve (12) months preceding the event giving rise to the dispute.

In no event shall OttoCentral be liable for indirect damages, loss of profits, loss of business, loss of reputation, loss of data or similar consequential damages.

The limitations of liability in this section do not apply in cases of gross negligence or willful misconduct by OttoCentral.

Natural disasters such as earthquakes, floods and fires; war, civil unrest and acts of terror; epidemic disease; strikes and lockouts; acts of public authorities; and widespread outages of internet infrastructure or critical third-party services (including Amazon SP-API, cloud infrastructure, electricity and telecommunications infrastructure) are deemed events of force majeure.

During an event of force majeure, the affected Party's failure or delay in performing its obligations does not constitute default. If the force majeure lasts longer than thirty (30) days, either Party may terminate the agreement without any liability for damages.

OttoCentral reserves the right to amend the terms of this agreement unilaterally. Amendments become effective upon notification to the User's registered email address or upon announcement through the OttoCentral platform in an appropriate manner.

For material amendments, OttoCentral undertakes to give notice at least thirty (30) days before the effective date. Continued use of the service by the User following notice is deemed acceptance of the amendments. A User that does not accept the amendments has the right to close their Account.

The User may cancel their Subscription and request deletion of their Account at any time from Account settings, without stating a reason.

OttoCentral may terminate the agreement in the event of a material breach by the User, unlawful conduct, failure to meet payment obligations, or if Amazon revokes the OttoCentral integration for the User's account.

Upon termination, the User's Account data will be deleted from OttoCentral's active systems within thirty (30) days. Final deletion from backups will be completed within ninety (90) days. Buyer Data obtained through Amazon SP-API will be deleted within thirty (30) days in accordance with the Amazon Data Protection Policy. Information subject to statutory retention obligations (invoices, accounting records, etc.) will continue to be retained for the periods required by the relevant legislation.

The computer records, server logs and electronic database records held by OttoCentral may be introduced as evidence in any dispute. The Parties waive any objection to the admissibility of such records on grounds relating solely to their electronic form.

The Parties agree that any notice under this agreement shall be deemed validly served when sent to the other Party's email address registered on the Account.

Notices to OttoCentral shall be addressed to: info@ottocentral.com. Notices to the User shall be sent to the email address provided during Account creation. The User is obligated to keep this email address current; a User that fails to notify a change of address accepts that notices sent to the previous address will be deemed valid.

This agreement is governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

Any dispute arising out of this agreement shall be brought exclusively in the state courts located in Monroe County, New York or in the United States District Court for the Western District of New York, and the Parties consent to the personal jurisdiction and venue of such courts.

This agreement enters into force between the Parties at the moment the User accepts these terms by creating an OttoCentral Account or accessing the service, and remains in force until the Account is terminated.

The invalidity or unenforceability of any provision of this agreement, as determined by a competent authority, does not affect the validity of the remaining provisions; any provision so held invalid shall be deemed replaced by a valid provision that most closely reflects its economic purpose.