Terms of Use

These Terms are in effect for your use of the Service while they undergo attorney review. If that review changes them, we will publish the updated version and ask you to accept it as described in Section 20.

These Terms of Use (the "Terms") are an agreement between you and Modern Agents, LLC, a California limited liability company ("Modern Agents," "we," "us") governing your use of Otto, our AI-powered transaction coordination service, including the Otto email and messaging interfaces, hosted web pages at ottotc.com and its subdomains, timelines, checklists, document processing, integrations, and related features (together, the "Service").

Please read these Terms carefully. They include an agreement to resolve disputes by binding individual arbitration (Section 19), a class action waiver, disclaimers of warranties, and limits on our liability. By accepting these Terms you agree to them; do not use the Service if you do not accept them.

1. Acceptance

You accept these Terms through a recorded acceptance step that presents them: clicking or tapping an acceptance control that references these Terms (for example, on our hosted Terms acceptance page or at signup), or replying affirmatively to a message from us that links these Terms and asks you to accept them. Whichever step you use, we record the version of the Terms you accepted and when you accepted, and we can show you that record on request. Acceptance happens only through such a recorded step: we do not treat your use of the Service, by itself, as acceptance of these Terms or of any update to them.

If you accept on behalf of a team, brokerage, or other entity, you represent that you have authority to bind that entity, and "you" includes it.

2. Who may use the Service

The Service is offered for business use by real estate professionals. To use the Service you must:

• be at least 18 years old;
• hold any license required for your real estate activities (for example, a California DRE salesperson or broker license) in good standing, or work under the supervision of someone who does;
• use the Service in connection with real estate business, not for personal, family, or household purposes; and
• comply with your brokerage's policies and any brokerage authorization required for the tools you connect to the Service.

The Service is offered for use in the United States.

3. What the Service is (and is not)

What Otto does. Otto works like a transaction coordinator you communicate with by email and, where enabled, text message. Depending on the features enabled for your account, Otto can:

• receive and read transaction documents you send (for example, purchase agreements, disclosures, and amendments), split combined PDFs, classify documents, and extract key dates and terms;
• prepare and maintain transaction timelines, deadline calculations, and checklist status, and share them with you by email and on hosted web pages;
• send reminders and follow-ups, request missing documents and signatures, and flag likely problems (such as missing signatures or incomplete files) before you submit them;
• upload, update, or replace documents and data in the transaction management system ("TMS") you connect and direct Otto to use;
• at your direction and subject to your communication settings, correspond with other participants in your transactions; and
• hand any of the above to a human member of the Modern Agents team for review when Otto is not confident.

What Otto is not. Otto is a software tool that assists you. Otto is not:

• a party to your transactions, or an agent, broker, or fiduciary of you, your clients, or anyone else in a transaction;
• a licensed real estate broker or salesperson, a law firm, or an accountant, and the Service does not provide real estate brokerage services, legal advice, tax advice, or compliance advice;
• a substitute for your own professional judgment, your brokerage's policies and review processes, or your errors-and-omissions insurance; or
• a guarantee that a broker will accept your file, that a deadline will be met, or that a commission will be paid by any particular time.

4. AI-generated output and human review

The Service uses artificial intelligence, including large language models, to read documents and generate output. You acknowledge and agree that:

• Otto is automated. When you interact with Otto you are interacting with an AI system, not a person, unless a message tells you a human has stepped in. Output generated by the Service is labeled as AI-generated where reasonably practicable.
• AI output can be wrong. Extracted dates, amounts, deadline calculations, document classifications, and drafted messages may be inaccurate, incomplete, or out of date, even when presented confidently.
• Humans may review. Members of the Modern Agents team may review your transactions, documents, and communications to handle items Otto escalates, to provide support, and to keep the Service safe and accurate.
• You direct the work. Otto acts on the instructions, documents, settings, and authorizations you provide. You are responsible for reviewing what Otto produces before you rely on it or allow it to be sent or filed.

5. Your authorization for Otto to act on your behalf

Certain features involve Otto taking actions for you. By enabling those features, you authorize us and the Service to:

• receive, store, and process email and messages (including attachments) sent to your Otto address or otherwise directed to the Service in connection with your transactions;
• prepare and send communications on your behalf that are identified as coming from Otto, to you and, where you have enabled it, to other participants in your transactions;
• sign in to or access the TMS and other third-party accounts you connect, using the access, invitation, or credentials you arrange (for example, inviting Otto as a transaction coordinator user on your transactions), and read, upload, update, and replace documents and data there for your transactions; and
• record the actions the Service takes in an audit log so that you and we can see what was done and why.

You may narrow or revoke these authorizations at any time by changing your settings, disconnecting an integration, or contacting us; revocation does not affect actions already taken. You are responsible for ensuring the authorizations you grant comply with your brokerage's policies and with the terms of the third-party services you connect.

6. Your professional responsibilities

You agree that you will:

• verify before relying. Review every date, deadline, amount, document, and message the Service prepares, and independently verify each deadline against your executed contract and applicable rules before relying on it or communicating it to anyone. If the Service and your contract disagree, your contract controls;
• remain solely responsible for your professional, fiduciary, licensing, disclosure, fair-housing, and other legal obligations, and for the accuracy of anything you file, submit, or send, whether or not Otto prepared it;
• provide accurate and complete information and documents, and keep your contact information and account details current;
• promptly review items the Service escalates to you and respond to requests for confirmation; and
• not represent to clients or others that Otto is a person, a licensed professional, or a party to the transaction.

7. Your Content and your clients' information

Your Content. "Content" means the documents, messages, data, and other materials you (or people acting in your transactions) submit to the Service. As between you and us, you own your Content. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and create derivative works of your Content as needed to provide, secure, support, and improve the Service, consistent with these Terms and our Privacy Notice.

Other people's information. Transaction documents routinely contain personal information about people other than you (for example, buyers, sellers, and other agents). You represent and warrant that you have the right, and have obtained any consents and given any notices required, for us to receive and process the Content you submit, including that personal information, for the purposes described in these Terms. This includes contact information for participants in your transactions, whether you enter it or it is extracted from documents you submit; whether and when Otto may contact a participant is governed by Section 9 (Participants in your transactions), not by this Section.

Responsibility for Content. You are responsible for your Content and for what you direct the Service to do with it. We do not monitor Content for legal sufficiency and are not responsible for its accuracy.

8. Privacy and data handling

Our Privacy Notice, published on this site at /privacy and linked from the footer of our emails and pages, describes how we collect, use, and share personal information, and is incorporated into these Terms by reference. In summary, and subject to the Privacy Notice:

• We process Content to run the Service. This includes processing by the categories of service providers we use to operate: cloud hosting and storage, email and message delivery, identity and sign-in, AI model providers, and the TMS platforms you connect.
• We do not sell personal information.
• Sensitive fields are protected. Personal information such as email addresses, phone numbers, and license numbers is encrypted at rest, and the Service keeps an append-only audit log of the actions it takes.
• Transaction isolation. The Service is designed so that each user's transaction workspace is isolated. If another participant in your transaction also uses Otto, each of you gets a separate, walled-off experience: Otto does not disclose your transaction information to the other side, other than communications you direct or authorize Otto to send.
• De-identified data. We may create and use de-identified or aggregated data (data that no longer identifies you, your clients, or any transaction participant) to operate, analyze, and improve the Service, including its AI components, and we will not attempt to re-identify it. We do not use your identifiable Content to train generalized AI models without your consent.

9. Electronic communications and consent

Electronic records. You consent to receive agreements, disclosures, records, and other communications from us electronically, and to the use of electronic signatures and acceptances. You may withdraw this consent by closing your account.

Email. The Service is operated substantially over email. You consent to receive transactional and service email from Otto at the addresses associated with your account and transactions.

Participants in your transactions. Where your settings enable it, Otto can send email to, or copy, other participants in your transactions (for example, your client, the other side's agent, escrow, or a lender) in connection with the transaction. You are responsible for obtaining each participant's permission before you direct or enable Otto to contact them. Submitting a document that contains a participant's contact information does not, by itself, direct Otto to contact that participant; Otto contacts a participant only when your settings or instructions for the transaction enable it, and until then Section 7 governs our processing of that information. By directing or enabling Otto to communicate with a participant, you represent and warrant that: (a) you have that participant's permission to be contacted about the transaction at that address, including by an AI assistant working on your behalf, and that permission has not been withdrawn; (b) the contact information you provided or confirmed for that participant is accurate and belongs to that participant; and (c) the communications relate to an actual transaction in which you and that participant are involved. You will keep reasonable records of these permissions and provide them to us on request. As between you and us, you are solely responsible for ensuring that every communication you direct or enable the Service to send is one you have the permission and legal right to send, and for all permissions, consents, and notices relating to the participant contact information you provide or that your documents contain. If a participant asks you or us to stop, the Service will stop contacting them, and you will not re-enable contact without new permission. We may pause outbound communications to any recipient, or from your account, if we receive complaints, opt-out signals, delivery-provider warnings, or other credible indication that permission is missing.

Text messages. If text messaging is offered and you opt in, you consent to receive automated text messages from the Service at the mobile number you provide. Message frequency varies with your transaction activity; message and data rates may apply; reply STOP to opt out and HELP for help. Opting out of texts does not stop service email.

Marketing. Marketing communications, if any, are governed by the consent and opt-out choices presented when you receive them, and by our Privacy Notice.

10. Third-party services

The Service interoperates with third-party services you choose to connect, such as your TMS. Your use of those services is governed by their own terms, and you are responsible for complying with them, including any rules about inviting or authorizing third-party tools. We are not responsible for third-party services, their availability, or changes they make, and features that depend on them may stop working if they change or restrict access.

11. Fees and payment

Fees, billing frequency, and payment terms are stated in the ordering document, pilot agreement, or pricing page that applies to your account (the "Order"). Unless the Order says otherwise:

• per-transaction fees are incurred when the Service accepts a transaction for coordination, and subscription fees are billed in advance;
• fees are payable in U.S. dollars, are exclusive of taxes (you are responsible for applicable taxes other than our income taxes), and are non-refundable except as required by law or expressly stated;
• we may change pricing prospectively with at least 30 days' notice; changes apply to new transactions or renewal periods that begin after the notice; and
• we may suspend the Service for accounts with overdue amounts after reasonable notice.

If a separately signed Order or pilot agreement conflicts with these Terms, the Order controls for that conflict.

12. Trials, pilots, and beta features

We may offer free trials, pilot programs, preview timelines, or features identified as beta or early access. These are provided for evaluation, may be changed, limited, or withdrawn at any time, and are provided "AS IS" without any warranty or service commitment, notwithstanding anything else in these Terms. Production use of trial output is at your own risk and remains subject to Section 6 (verify before relying).

13. Acceptable use

You will not, and will not permit anyone to:

• use the Service in violation of law, including real estate licensing, fiduciary, fair-housing and anti-discrimination, privacy, or anti-spam/telemarketing laws;
• submit Content you do not have the right to submit, or direct the Service to contact anyone without the permission Section 9 requires, or to send communications the recipient has not consented to receive where law requires consent;
• misrepresent the Service's output as human-prepared where AI disclosure is required, or remove AI-disclosure labeling;
• attempt to access another user's data, probe, scan, or test the vulnerability of the Service, or circumvent authentication, isolation, or rate limits;
• reverse engineer, copy, resell, or provide the Service to third parties as a service bureau, or use the Service to build a competing product;
• use automated means to scrape the Service, or submit malicious code; or
• exceed reasonable usage limits we set to protect the Service.

We may investigate violations and suspend or terminate accounts involved in them (Section 15).

14. Intellectual property; feedback

We and our licensors own the Service, including its software, models, templates, designs, and the Otto name and marks. These Terms do not transfer any of that to you; we grant you a limited, non-exclusive, non-transferable right to use the Service during your term, for your real estate business, in accordance with these Terms.

Outputs the Service prepares for your transactions from your Content (for example, a timeline for your transaction) are part of your Content as between you and us. If you send us suggestions or feedback, we may use it without restriction or obligation to you.

15. Term, suspension, and termination

These Terms apply from your acceptance until terminated. You may stop using the Service and close your account at any time by notice to us. We may suspend or terminate your access (with notice where practicable) if you materially breach these Terms, if your account creates security, legal, or fiduciary-isolation risk, if amounts are overdue, or if we discontinue the Service.

On termination: outbound actions on your behalf stop; your authorizations under Section 5 end; and, for a period of 30 days after termination, we will make your Content available for export on request, after which we may delete it, except for records we retain under our Privacy Notice, for audit integrity, or as required by law. Sections that by their nature should survive (including Sections 6, 7, 8, and 12 through 21) survive termination.

16. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT EXTRACTED DATES, DEADLINE CALCULATIONS, OR OTHER OUTPUT WILL BE ACCURATE OR COMPLETE; THAT ANY BROKER, TMS, OR OTHER THIRD PARTY WILL ACCEPT A FILE OR DOCUMENT; OR THAT ANY TRANSACTION WILL CLOSE OR ANY COMMISSION WILL BE PAID BY ANY PARTICULAR TIME. TIMELINES AND DEADLINE INFORMATION ARE PROVIDED FOR YOUR CONVENIENCE AND ARE BELIEVED RELIABLE BUT ARE NOT GUARANTEED.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER WE NOR OUR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST COMMISSIONS, LOST TRANSACTIONS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR US $100. THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW. THE PARTIES INTEND THESE LIMITS TO APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You acknowledge that Section 6 (your responsibility to verify) and this Section 17 are a reasonable allocation of risk given that the Service is a software assistant priced far below the professional services it supports.

18. Indemnification

You will defend, indemnify, and hold harmless Modern Agents and its members, managers, employees, and agents from and against claims, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) your Content, including any claim that we lacked the right or consent to process personal information you submitted; (b) your transactions and your professional acts or omissions; (c) your breach of these Terms or violation of law; (d) communications you direct or authorize the Service to send; or (e) any claim that a person the Service contacted at your direction or with your authorization had not given permission to be contacted, or that a permission you relied on was invalid or had been withdrawn. We will give you prompt notice of any such claim and reasonable cooperation at your expense; we may participate in the defense with our own counsel.

19. Dispute resolution: binding arbitration and class action waiver

Please read this section carefully. It affects your rights.

Informal resolution first. Before filing a claim, each party agrees to give the other written notice of the dispute and 30 days to resolve it informally.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the county of our principal place of business in California. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court with jurisdiction. Each party bears its own attorneys' fees except where the applicable rules or law provide otherwise.

Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive or other equitable relief in court for infringement or misuse of intellectual property or for breach of Section 13 (acceptable use) or the security or isolation of the Service.

Class action waiver. Disputes will be resolved only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the rest of this section remains in effect.

20. Changes to these Terms

We may update these Terms. You are bound by the version you accepted until you accept an updated version. If we make a material change, we will notify you (for example, by email or through the Service) and ask you to accept the updated Terms through a recorded acceptance step described in Section 1, and we may suspend some or all of the Service until you do. Non-material updates (for example, clarifications that do not reduce your rights) take effect when posted with a new version number. The version you accepted and when you accepted it are always recorded. Changes do not apply retroactively.

21. General

• Governing law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 19.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, with notice to you.
• Entire agreement. These Terms, the Privacy Notice, and any Order are the entire agreement about the Service and supersede prior discussions. If these Terms conflict with an Order, the Order controls.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including outages of third-party services described in Section 10).
• Notices. We may notify you by email to your account address or through the Service. You may notify us by replying to any message from Otto, and a member of the team will follow up.

22. Contact

Questions about these Terms? Reply to any message from Otto and a member of the team will follow up.