OTORide Terms and Conditions

Last Updated: 19 June 2025

This Master Services & Subscription Agreement (the "Agreement" or "Terms and Conditions") is entered into by and between MagnusHub Ltd., a company duly incorporated and existing under the laws of Bangladesh, with its principal office at Banani 11, Ventura Iconia, Level 3, Holding 37, Road 11, Block H, Banani, Dhaka - 1213 ("MagnusHub Ltd.", "OTORide", "we", "us" or "our") and the entity or person identified as the customer ("Customer", "you" or "your") on any associated Order Form. This Agreement governs the access to and use of the OTORide software, platform, mobile applications, APIs, dashboard, and hardware integrations (collectively, the "OTORide Products").

By accessing or using any of the OTORide Products or by clicking an “I Agree” button or executing an Order Form, you agree to be legally bound by the terms of this Agreement. If you are using the OTORide Products on behalf of an organization, you represent that you have the authority to bind that organization.

1. DEFINITIONS

1.1 OTORide Products: The collective offerings from MagnusHub Ltd. under the OTORide brand, including but not limited to software applications, mobile apps, web dashboards, APIs, IoT connectivity, white-label platforms, and associated hardware or firmware.

1.2 Customer Data: All content, data, and information (including personal data) uploaded, stored, processed, or transmitted by Customer or its users through the OTORide Products.

1.3 Permitted Users: Employees, agents, or authorized contractors of the Customer who are granted access to the OTORide Products.

1.4 Order Form: A separate document executed by both parties detailing the specific OTORide Products to be provided, subscription term, pricing, scope, and other agreed commercial terms.

2. LICENSE AND ACCESS

Subject to the terms of this Agreement and the applicable Order Form, MagnusHub Ltd. grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the OTORide Products for internal business purposes only.

This license is valid during the subscription term specified in the applicable Order Form and may be subject to usage limits.

3. USE RESTRICTIONS

Customer shall not, and shall ensure that its Permitted Users do not:

Sell, lease, sublicense, distribute, or otherwise transfer the OTORide Products to any third party;
Modify, reverse engineer, decompile, disassemble, or create derivative works of any part of the OTORide Products;
Use the OTORide Products in violation of any applicable laws, regulations, or third-party rights;
Interfere with or disrupt the integrity or performance of the OTORide Products.

4. FEES AND PAYMENT

All fees for the OTORide Products shall be specified in the applicable Order Form and are payable in accordance with the agreed payment terms. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Late payments may incur interest charges as specified in the Order Form.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement. Confidentiality obligations shall survive termination of this Agreement.

6. DATA PROTECTION

Customer acknowledges and agrees that MagnusHub Ltd. may process Customer Data in accordance with applicable data protection laws. A separate Data Processing Addendum (DPA) may be executed if required by law.

7. INTELLECTUAL PROPERTY RIGHTS

Except for the limited rights granted under this Agreement, all rights, title, and interest in and to the OTORide Products and all related intellectual property remain with MagnusHub Ltd. Customer retains ownership of its Customer Data.

8. WARRANTIES AND DISCLAIMERS

The OTORide Products are provided "as-is" without any warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. MagnusHub Ltd. does not guarantee uninterrupted or error-free operation of the OTORide Products.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by law, MagnusHub Ltd. shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits or revenue. MagnusHub Ltd.'s aggregate liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.

10. TERM AND TERMINATION

This Agreement begins on the Effective Date and continues until terminated in accordance with this section. Either party may terminate this Agreement with 45 days' written notice. MagnusHub Ltd. may suspend or terminate Customer's access for material breach.

Upon termination, Customer must cease all use of the OTORide Products and return or delete all confidential materials.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of laws principles.

12. GENERAL PROVISIONS

12.1 Entire Agreement: This Agreement, together with all Order Forms and appendices, constitutes the entire agreement between the parties.

12.2 Amendments: No modification or amendment to this Agreement shall be effective unless in writing and signed by both parties.

12.3 Assignment: Customer may not assign this Agreement without MagnusHub Ltd.'s prior written consent.

12.4 Force Majeure: Neither party shall be liable for any failure or delay due to causes beyond its reasonable control.

12.5 Notices: All notices shall be in writing and delivered to the designated contact address of the parties.

For any questions about these Terms and Conditions, please contact: hello@otoride.co