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If you use the Ontop Platform as a Worker, the B2C General Terms and Conditions will apply to you. If you engage any additional services from within the Ontop Platform, the specific terms for those services will apply.
🛣️ The journey to having access to payroll and financial services as a remote worker requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible.
These B2C General Terms and Conditions (“B2C T&Cs” or “Terms”) form the basis of the legally binding contract between you and us.
THESE B2C T&CS WILL REPLACE THE ONTOP PLATFORM TERMS OF SERVICE IN RELATION TO THE WORKER EXPERIENCE OF THE ONTOP PLATFORM AND ONTOP B2C SERVICES FROM FEBRUARY 9, 2024 ONWARDS.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AND/OR B2C SERVICES. THESE TERMS ARE NON-NEGOTIABLE.
1. Let’s Begin! Overview of the Ontop Platform 🪂💻
Life is an adventure. We believe in a life without borders, where you live, work, and make money anywhere. Dare to be free.
The Ontop Platform empowers international remote workers to receive payments from the businesses they provide services to around the world. Giving workers financial freedom is something that Ontop cares a lot about. Get paid and spend your money anywhere, at any time. We give you the power to choose what fits your needs. Financial freedom has never been easier for international workers.
2. Who or What is That? 🙋 Key Definitions
🏋️🛎️ “B2C Services” or the “Services”, within the context of these Terms, are the payroll and financial services available to Workers on the Ontop Platform.
🏢 “Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to and/or manage its relationships with Workers.
👷 “Contractor” is an individual or legal entity that performs services for Clients as an independent contractor.
🏭🎥 “Employer of Record” or “EOR” is the payroll service under which Ontop manages and administers personnel hired and paid by Ontop as Employees, processing salaries or wages for them, and managing extralegal benefits.
⏱️👔 “Employee”, “Full-Time Employee” or “FTE” is an individual that is hired by Ontop or its partners under our EOR payroll service in accordance with local labor laws to provide services to Clients.
🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.
💻 “Ontop Platform” or the “Platform” means the proprietary software as a service (SaaS) platform available via login through the Ontop Website and through mobile apps available on Apple iOS and Android, among others.
🌐 “Ontop Website” or the “Website” means the website located at www.getontop.com.
🏋️💵“Ontop Worker Wallet” or “Worker Wallet” means means the electronic or digital wallet account available to Workers from within the Ontop Platform that allows you to receive compensation payments from Clients and make electronic transactions to your own personal account(s) or to third-party accounts.
👉 “User”, “you” and “your”, within the context of these Terms, means any person with authorization to access an Ontop Worker Account, which includes Workers and their representatives, among others.
🏋️ “Worker” can mean a Contractor or Employee, as an individual or legal entity. In cases where the context permits it, Worker will be used as a general term and when specifically required we will use Contractor or Employee.
🏋️🚪 “Worker Account” or “Account” is the user account that a Worker can create on the Ontop Platform and use for the purposes of engaging B2C Services.
3. Overview of our B2C Services 🏋️🛎️
The B2C Services that we provide to Workers through our Platform can be divided into to main segments: (i) payroll services; and (ii) financial services.
Our payroll services aim to enable Workers to provide services and receive their compensation payments from Clients or from Ontop (“Payroll Services”). Depending on the type of relationship, Ontop acts as a payment agent, contracting party, or both. The business models covered by our Payroll services include: (i) You Sign; (ii) Ontop Signs; and (iii) Employer of Record (EOR). Payroll Services may not be available in certain locations, depending on the countries and/or jurisdictions involved.
Under the You Sign business model, Contractors engage Clients directly. We act as a payment agent to make payments of compensation received from Clients to Contractors in their Ontop Wallet. We have no involvement in the relationship between Contractor and Client under You Sign, nor the work agreed to by them.
Under the Ontop Signs business model, we subcontract Contractors on behalf of our Clients. We make compensation payments to Contractors directly in their Ontop Wallet, in our capacity as a contracting party.
Under the EOR business model, we (or our partners) will hire and register Employees in the country where they reside, according to local labor laws and regulations. We may make compensation payments to Employees to accepted local bank accounts or to the Ontop Wallet, subject to the limitations of local authorities and the express authorization of the Employees.
We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Payroll Services and business models we offer, their respective fees and pricing, and the countries in which they are offered.
Our financial services have been created to give Workers financial freedom in relation to the payments they receive under our Payroll Services, which includes, but is not limited to, the following: (i) Ontop Worker Wallet; (ii) Ontop Card; (iii) Subscription Plans; and (iv) Funding Solutions (“Financial Services”).
Workers may have access to an e-wallet account from within the Ontop Platform (“Ontop Worker Wallet” or “Worker Wallet”). Use of the Ontop Wallet is subject to the Worker Wallet Terms of Service.
Workers may be able to apply for a prepaid physical or digital card (“Ontop Card” or the “Card”). If you choose to apply for an Ontop Card, your use will be subject to the Ontop Card Terms of Service.
As a supplementary service to the Ontop Wallet, Ontop Card, or both, Workers will be able to subscribe to plans offering them premium benefits such as cashbacks, a physical Ontop Card, among others (“Subscription Plans”). As a user of the Ontop Wallet and/or Card, you consent that we may make you offers to subscribe to Subscription Plans. The Subscription Plans will be subject to the terms and conditions of each respective plan, which includes, among others: (i) Wanderlust; (ii) Infinite; and (iii) Freedom. Workers cannot subscribe to more than one Subscription Plan at the same time. You can opt out or unsubscribe from Subscription Plans at any time.
We may offer Workers with services that allow them to borrow money or receive payment advances (“Funding Solutions”). Funding Solutions will be subject to (i) the terms and conditions of Ontop Peak; and (ii) the terms of the separate agreement entered between you and us regarding our cash advance service (“Ontop Quick”). We reserve the right to provide you Funding Solutions, at our sole discretion.
We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Financial Services we offer, their respective fees and pricing, and the countries in which they are offered in accordance with the provisions of US consumer laws.
We may allow the employees of Client companies to create a Worker Account for the purposes of providing Financial Services to them, but they are not engaging our Payroll Services as Employees hired under the EOR business model and will have different provisions applicable to them.
From time to time, we may invite you to try certain services features or functionality that we may make available to you for evaluation or testing purposes only (and not for production use), which are designated as beta, test, pre-release, limited release, developer preview, non-production, or any other similar description (“Beta Test Services”). You may accept or decline to engage Beta Test Services at your sole discretion. Beta Test Services are provided for evaluation purposes and not for production use, may contain bugs or errors, and may be subject to additional terms. BETA TEST SERVICES ARE NOT CONSIDERED “SERVICES” UNDER THESE TERMS AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We reserve the right to modify, update, or discontinue Beta Test Services at any time and at our sole discretion, with or without prior notice.
4. B2C Onboarding 🏋️🔛🛹
Important information on Procedures for opening a new Worker Account:
To help the US Federal Government fight the funding of terrorism and money laundering activities, US Federal law requires us to obtain, verify, and record information that identifies each person who opens an account.
To use our Platform, you need to register for a Worker Account and provide certain information about yourself upon registration. You can create a Worker Account: (1) as a Contractor or (2) as an Employee. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will inform us about any changes in your tax residence or any events that may have a material effect on your overall tax situation.
The Contractor will receive an email inviting them to review and sign a contract with a Client or Ontop. To sign the agreement, the Contractor must sign up for an Ontop Account on our Platform with the same email.
As an Employee, you will receive an email from the Ontop Platform informing that you have been invited to participate in the KYC process. Due to the nature of employment relationships, Employees may be subject to the requirements of local laws and regulations in conducting the KYC process. After completing the KYC process and receiving final approval, you will be able to view your contract summary on our Platform.
To create a Worker Account, you will provide us with the following information:
(i) As an individual Contractor or Employee, you will be asked to provide your: name; country of residence; nationality; type of document; residence document number; tax ID; tax residence and tax situation information; among others.
(ii) As a company Contractor or representative of a legal entity, the Contractor will be asked for corporate information and that of its legal representative(s), beneficial owners and controlling persons.
(iii) This information will be used to conduct Ontop due diligence as part of our Know Your Customer (“KYC”) process if you are an individual Contractor or Employee, or as part of our Know Your Business (“KYB”) process if you are a company Contractor. After completing the KYC/KYB process and receiving final approval, you can continue with the onboarding process.
We and any of our financial partners may use this information to perform due diligence and background check-up procedures on you before creating an Ontop Account. We use US Export Controls and Sanctions (as defined below), including but not limited to the OFAC sanctions list, among others, and we also have partnerships with different background check providers.
We may suspend or terminate your Worker Account as per Section 9.2 - Term and Termination below.
You may delete your Worker Account at any time, for any reason, by following the instructions available from within our Platform.
You are fully responsible for maintaining the confidentiality of your login and Account information and the activities that you carry out on your Account. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with the above requirements.
We reserve the right to modify the information required for Workers to provide in order to create and/or maintain a Worker Account and/or for the purposes of conducting periodic KYC and/or due diligence processes, from time to time and at our sole discretion. We may, from time to time, request additional tax information depending on your country of residence. When required for providing our B2C Services, we may share your information with third parties, in accordance with our Privacy Policy. In addition, Workers expressly and unequivocally consent to us sharing their personal information–including the results of background checks–with Clients, in the event that Clients make a written request to provide them with this information.
5. I have a Worker Account! Now, how do the Payroll Services Work? 🤔🧾🛎️
Once you finalize the account registration and the KYC is approved, you will be able to sign your contract(s) through our Platform. If the Client doesn’t automate your contract on our Platform, there will be no need for a signature process through the Platform.
Once your contract is active on our Platform, you will be able to view all of the appropriate details in the contract summary. If you have signed your contract off-platform, certain details may be available for viewing within the contract summary.
In the event that the original terms of your contract are changed along the way, you may receive emails and/or notifications to sign an amendment to your contract.
Generally, you will receive your payment though the Worker Wallet. If you receive your payments off-platform, the amounts owed will be sent to the bank account you provide to us. By opting to receive payments off-platform, you agree and acknowledge that you are responsible for covering any additional transactional fees and costs incurred. Once the payment has been made to the bank account provided, we have performed our payment obligation to you. If your KYC process has not been completed, you will not be able to receive payments through the Worker Wallet until KYC approval is given.
Termination of your contract will be done through our Platform. In case the contracting party of the Ontop Signs agreement decides to terminate the contract, you will receive a termination letter that will serve as a formal notification to terminate your contract. If you want to terminate your own contract, you can terminate the contract directly through our Platform and contact your Client or our support team to formalize the termination through a written communication.
We may use your Worker Account information to generate tax documents for you on our Platform. However, we will not be responsible or liable for providing you with income tax returns or any tax or foreign exchange forms. We do not make any guarantees as to the accuracy or correctness of any tax forms generated by our Platform, since they are filled out based on your Account information.
Employees will receive their contracts off-platform and through an e-signature platform envelope before their starting date as an Employee. FTEs will be required to sign their contract as a requirement to begin performing services
After the Employee contracts are signed they will be uploaded to the Platform and you will be able to view all of the appropriate details in the contract summary.
If your employer wants to amend your contract, they will do so off-platform and it will be uploaded to the Platform and the contract summary will be updated accordingly. If Employees want to amend their contracts they will need to contact the employee manager assigned to them directly. The employee manager will then take care of managing the request.
Employees will receive payments in the country where they reside and in the local currency of that country, in accordance with the terms of their Contracts. Ontop may offer Employees the option to access the Ontop Wallet and transfer their payments there, this offer will be limited to some countries of operation. However, this will only be possible after the initial payment has been made in compliance with local regulations regarding salary payments, and after all tax withholdings and social security contributions have been deducted.
Employees who are eligible to transfer their payments to their Wallet will have the flexibility to allocate their compensation either in full or partially to the Wallet. Should Employees choose to transfer their payments to the Wallet, they will be able to reverse this decision by notifying Ontop at least two working days before their salary payment date. If the decision is made after that timeframe, the request will be processed in the following month's payments.
Employee contract termination will be done off-platform. The Employee will receive a formal notification if the employer decides to terminate the contract. If Employees want to terminate their Contracts they will need to contact the employee manager assigned to them directly and send a resignation letter to formalize the termination. Termination documentation, if applicable, will be sent to Employees through an off-platform e-signature solution.
Your access to our Platform and B2C Services are subject to our Acceptable Use Policy. If we determine that the content of a contract violates these Terms or our Acceptable Use Policy, we may remove the contract from our Platform without prior notice. We may also suspend or close a Worker Account, depending on the severity of the violation(s). Contracts removed from a Worker’s account may not be edited or restored.
6. Your Access to our Platform 🎟💻
We grant you a non-transferable, non-exclusive, revocable, worldwide, non-sublicensable, limited license to use and access our Platform solely for the purposes of engaging our B2C Services.
We reserve the right, at any time, to modify, suspend, or discontinue our Platform with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of our Platform or any part of it.
We will make all reasonable efforts to provide you with support and assistance when using our Platform. We provide support on a case-by-case basis, subject to Section 9.5 - Disclaimer of Warranty below.
Your access to our Platform and B2C Services are subject to our Acceptable Use Policy.
Your access to our Platform and the data and/or information you provide when creating or maintaining your Worker Account are also governed by our Privacy Policy, which is incorporated into these Terms by reference.
By using our Platform and B2C Services, you acknowledge and agree that you have read and are aware of our legal disclaimers: (i)General Disclaimer; (ii) Tax Disclaimers; (iii) Crypto Disclaimers; and (iv) Solicitation and Promotion Rule Disclaimer.
Your access to and use of our Platform and B2C Services is subject to our AML/BSA Policy.
7. Acceptance of Ontop as your Payment Agent 💸🕴
All Workers who receive payments through the Ontop Platform must expressly accept the Acceptance of Payment Agent Terms document, whose template is provided under the Payment Agent Terms. By accepting these B2C T&Cs and executing the Payment Agent Terms, you explicitly appoint, consent to, and agree that Ontop, as the Payment Agent, will represent you in the capacity of receiving payments on the Ontop Platform. This consent extends to all relevant aspects of payment transactions, including but not limited to the receipt, holding, and eventual transfer of funds to third-party accounts or institutions. We acknowledge that Clients’ obligation as a payor will be satisfied at the moment that the payment is received and available to us, as Payment Agent, unless such payment is disputed by Clients.
8. Changes 🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Platform and/or B2C Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9. General Legal Terms 🪖⚖️
You agree that any signature, other electronic symbol, or process attached to, or associated with any type of document will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by all applicable law. You waive any objection to the contrary.
- You consent that we may provide notice electronically and you understand that this consent has the same legal effect as a physical signature.
- We may notify you of activity, alerts, payments, invoices, these Terms and others through your account, email, text, or SMS to the contact information you provide us with.
- You may choose not to receive certain notices via text or SMS, but this will limit the use of certain Services.
- These notifications will be considered received 24 hours after they are sent.
- You understand that you may not use our Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
- You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly.
- You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
You can use our secure e-sign tool to execute agreements and other documents. Under applicable US state and federal laws, electronic signatures are not enforceable on some documents. Because of this, we:
- Have no responsibility or liability with respect to the content, validity, or enforceability of any document, nor are we responsible or liable for any matters or disputes arising from the documents;
- Make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.
It is your responsibility to consult with an attorney to determine whether a document will be enforceable if it is electronically signed via the e-sign tool.
Subject to this Section, these Terms will commence upon your acceptance of these Terms of Service and will remain in full force and effect while you use the Website and/or Platform, including when the User has active contracts or Wallet balance within the Platform. We may suspend or terminate your rights to use the Website and/or Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Website and/or Platform in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Website and/or Platform will terminate immediately. You understand that the termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Ontop will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, any of the provisions under these Terms which by their nature are meant to survive expiration or early termination for any reason will remain in effect.
We will not be held liable for failure or delay in the performance of our obligations under these Terms or any agreement between us, if such performance has been made impracticable by the occurrence of a contingency not reasonably within our control and not at our fault, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of our Platform and/or B2B Services due to any act of God; blockage, accidents, disturbance or encumbrance of telecommunications, transport or procurement networks for whatever reason; strike, equipment or transmission failure, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; poor quality or interruptions of electrical current; virus or computer hacker attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of Ontop; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying our Services, and any other case reasonably beyond our control preventing the normal provision of our Services to you.
Through acceptance of these Terms, you release and forever discharge Ontop (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, our Platform and/or B2C Services (including any interactions with or act or omission of other Platform users or any other related third parties).
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THIS SECTION, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
OUR PLATFORM AND B2C SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ONTOP (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT OUR PLATFORM AND/OR B2C SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, NOR THAT THEY WILL BE ACCURATE, COMPLETE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO OUR PLATFORM AND/OR B2C SERVICES, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all claims or demands made by any third party due to or arising from (a) your use of our Platform and/or B2C Services, (b) your violation of these Terms, (c) default in payment of any Ontop Fees, (d) your violation of applicable laws or regulations, and/or (e) the content or data you provide on our Platform. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE OUR PLATFORM AND/OR B2C SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF OUR PLATFORM AND/OR B2C SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR RESULTING LOSS OF DATA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (US $ 10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
We respect the Intellectual Property of others and ask that you do the same. “Intellectual Property” or “IP” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to:
(a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators (URLs), trade names and fictional business names, together with all translations, adaptations, derivations and combinations and like intellectual property rights, together with all associated goodwill;
(b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions of such patents or applications, any counterparts claiming patent priority, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and similar rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable;
(c) works of authorship, all copyrightable works (including software) and all copyrights, including all relevant applications, registrations, renewals, and corresponding rights; ;
(d) trade secrets (including those trade secrets defined in the US Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business and technical information, know-how, non-public information, and confidential information and rights to limit the use or disclosure by any person;
(e) mask works; and
(f) moral rights (droit moral).
Excluding any of your own content or data that you may provide, you acknowledge that all the Intellectual Property rights, including copyrights, patents, trademarks, and trade secrets on our Platform and its content are owned by us, our affiliates and/or suppliers. Neither these Terms (nor your access to our Platform) transfers to you or any third party any rights, title or interest in or to such Intellectual Property rights, except for the limited access rights expressly set forth in Section 6.1 - License. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Platform, B2C Services or any other product offerings, including new features or functionalities, comments, questions, suggestions, or the like (“Feedback”), you assign to us any and all right, title, and interest to your Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in your Feedback, and agree that we will have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate without any attribution or compensation to you, for any purpose whatsoever. We will treat any and all Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not send us any information or ideas that you consider to be confidential or proprietary.
All trademarks, logos, and service marks (“Marks”) displayed on our Website and Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.
You agree not to export, reexport, or transfer, directly or indirectly, any US technical data acquired from Ontop, or any products utilizing such data, in violation of export control administered by, among others:
- The US Department of Commerce’s Bureau of Industry and Security guidelines;
- The US Export Administration Regulations and trade and economic sanctions maintained by OFAC;
- Other applicable US Government restrictions to export controls;
- The EU Regulation (EC) No 428/2009 (as amended); and
- Other US, UK and foreign export or import regulations in other countries.
These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not govern these Terms or the rights or obligations of the parties under these Terms.
Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH DISPUTES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT, CONTRACTOR AND/OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, CONTRACTOR AND/OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
These Terms represent the entire agreement between the parties. It cannot be changed except by written agreement signed by the parties.
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Headings are for convenience only and do not affect the interpretation of these Terms.
Our failure to exercise or enforce any right or provision of these Terms will not be constituted as a waiver of such right or provision. A waiver granted by us on one occasion will not operate as a waiver on other occasions.
These Terms and your associated rights and obligations may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation or transfer in violation of this restriction will be null and void.
We may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions will be binding upon assignees.
Independent contractor agreements signed between you and Ontop Holdings Inc. are now assigned to Ontop IC Operations LLC with immediate effect. There will be no other modifications to the obligations agreed upon in any agreement, except the Ontop entity party to it.
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
Support: https://www.getontop.com/contact
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
🛣️ Giving you the freedom to hold your money in a global wallet in US dollars requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible.
These Ontop Worker Wallet Terms of Service (“Terms”) form the basis of the legally binding contract between you and us in relation to your use of the Ontop Worker Wallet.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE ONTOP WORKER WALLET. THESE TERMS ARE NON-NEGOTIABLE.
1. Let’s Begin! Overview of the Ontop Worker Wallet 🪂🏋️💵
Having the ability to get paid by companies around the world and sending that money to your other accounts in a safe and secure way is something that we at Ontop care a lot about. By giving you freedom and flexibility by having your own space to receive your payments and to make transactions on our Platform in a simple and transparent way, we aspire to someday become the bank for the future of work. And that is what the Ontop Worker Wallet is all about!
2. Who or What is That? 🙋 Key Definitions
👉 “Worker Wallet User”, “you” and “your”, within the context of these Terms, means Workers that use the Worker Wallet.
🏋️💵“Ontop Worker Wallet” or “Worker Wallet” means the electronic or digital wallet account available to Workers from within the Ontop Platform that allows you to receive compensation payments from Clients and make electronic transactions to your own personal account(s) or to third-party accounts.
Any capitalized terms that are not defined by these Terms will have the meanings ascribed to them in the B2C T&Cs.
3. An Ontop Wallet for Workers
You may have access to the Worker Wallet on the Ontop Platform. The Ontop Worker Wallet is currently not generally available to FTEs hired under the EOR model, but only in limited countries. We reserve the right to determine which Workers will be enabled for the Worker Wallet, at our sole discretion.
4. Ontop as Payment Agent 💸🕴
As mentioned in Section 7 of the B2C Terms, we may act as your Payment Agent by receiving Client payments to you on the Ontop Platform on your behalf. Our role as Payment Agent extends to funds transferred to the Worker Wallet, which can allow you to receive or transfer funds out of your Worker Wallet.
Pursuant to Section 4.1, when you are being hired by a Client through the Ontop Platform, we will act as your Payment Agent and receive from the respective Clients all payments due to you. All funds related to such payments will be credited to your Worker Wallet.
When we are contracting with you directly on behalf of a Client, all of your amounts receivable will be paid by us in our capacity as Payment Agent and credited directly to your Worker Wallet.
You acknowledge and agree that we fulfill our obligation as a payment agent and/or contracting party upon crediting Contractor compensation or its equivalent in United States Dollars to the Worker Wallet balance.
When you are hired as an FTE, your salary will be paid according to local labor laws and exchange regulations. Generally, you will receive your salary in local currency in your local bank account. Exceptions may apply from country to country but they will always comply with local laws and regulations. You acknowledge and agree that we fulfill our payment obligation as employer upon crediting of your salary at the local bank account of your choosing. If you are based in a country that allows for FTEs to have a Worker Wallet, we may allow you to transfer part of your compensation to the Worker Wallet, but subject to express authorization from you and compliance with local labor laws.
5. Worker Wallet Usage, Conditions, Limits and Restrictions 🏋️💵
Through the Worker Wallet, you will be able to: (i) have access to information on the balance of amounts receivable under the terms of your contract(s) with Client(s), held in your Worker Wallet in US Dollars (currently the only supported currency); (ii) hold your funds in the Worker Wallet; and (ii) request to transfer funds in your Worker Wallet to your personal or third-party accounts via the various available payment methods. Transfers to third parties will be subject to additional screening, as necessary.
The Worker Wallet will allow you to view the details of a given transaction in a pop-up or downloadable transaction summary (in .pdf format). This summary will include details on the payment method selected and may include information on the estimated time of transfer, applicable fees and/or foreign exchange rates, among other information. Such estimates are provided for your reference and mere convenience only and are subject to change. Up to the conclusion of a given transaction, different times and rates may apply. The transaction summary should not be considered a tax invoice.
All transactions available through the Worker Wallet will be processed by licensed and registered money service businesses (including, but not limited to JP Morgan), a bank, trust company, or similar financial institutions that are regulated, supervised, and subject to periodic examination by a state or Federal agency (a “Regulated Institution”). Regulated Institution retail fees and rates will be charged to the Worker, as applicable, at the time of execution of the relevant transaction. Regulated Institutions usually report transactions periodically to the competent financial authority in your jurisdiction (e.g. central banks). As such, Worker Wallet transactions may be subject to reporting and other additional obligations before the competent financial authority in your jurisdiction. Please contact your accountant and/or tax advisor for additional information on any requirements you have to fulfill.
Upon our receipt of payment transfer instructions from you through the Ontop Worker Wallet, we will direct a Regulated Institution to transfer funds from your Worker Wallet to your designated bank account and/or preferred payment method.
By acceptance of the B2C T&Cs and these Worker Wallet Terms, you acknowledge, understand, and authorize that your amounts receivable in the Worker Wallet and funds received by us from Clients as payments to be made to you through the Ontop Platform may be combined in the same client money account held by us with JP Morgan. For the avoidance of doubt, we have practices and procedures in place to accurately and precisely account for the amount attributed to each Worker, which we understand to be sufficient to satisfy and comply with Federal Deposit Insurance Corporation requirements to classify as “pass through” deposit insurance coverage for each individual Worker. Notwithstanding the above, we will maintain the funds we receive from Clients separate and distinct from other funds deposited to any other operational account maintained by us with JP Morgan.
Whether under the You Sign or Ontop Signs business models, we are not responsible for any withholding that is made or should be made when paying you through the Worker Wallet. We are also not responsible for any exchange-related requirements from the applicable central bank and/or government authorities. You will indemnify us to the fullest extent for your non-compliance with any tax or foreign exchange-related fines, penalties, or interest, that are imposed on us by any government authority.
All balances, statements and financial information available to you through the Worker Wallet will be stipulated in United States Dollars. In the event that your compensation is set in a currency other than United States Dollars, you represent and warrant that you are aware that your use of the Worker Wallet may imply differences between (i) the local currency equivalent in United States Dollars paid by the Client to us after the invoice has been issued, which is subsequently credited to your Worker Wallet balance and (ii) the amount received by you in local currency and/or other monetary value after providing payment instructions to your designated payment method. These differences may occur due to the time period from credit into the Worker Wallet balance and your instructions to transfer the amount. We will not be responsible or liable for any exchange rate differences and/or fluctuations caused by your use of the Worker Wallet for contracts stated in currencies other than United States Dollars. You acknowledge and agree that all of your payments and transactions through the Worker Wallet are processed by Regulated Institutions and that we are not responsible, nor will you hold us liable, for any discrepancy between the information available to you in the Worker Wallet and the amount effectively received by you upon their transfer request. We are not responsible or liable for foreign exchange obligations applicable to Workers in their respective jurisdictions. You must consult with their tax advisors and/or accountants in order to comply with said obligations.
We may offer you subscription services that are supplementary to the Ontop Worker Wallet and/or Ontop Card (“Subscription Plans”). Subscription Plans are subject to the payment of a subscription fee, in exchange for certain benefits for spending money through the Ontop Card, keeping money in your Worker Wallet or otherwise. You consent that access to your Worker Wallet allows us to make you offers to subscribe to Subscription Plans. The terms of service for specific Subscription Plans will apply, as updated from time to time on our Website. You can opt out or unsubscribe from Subscription Plans at any time.
Solely to protect against money laundering and terrorist financing, fraud, and unauthorized transactions, Ontop and Regulated Institution providers will collect, store and analyze your payment information. For more information on how we use your payment information, please see our Privacy Policy. Regulated Institutions may also collect payment information necessary to process your payments and transactions. Except for payment amount and payment status details stored on our Platform, we do not have access to payment information provided to Regulated Institutions, and such information will be subject to the privacy policy of each Regulated Institution.
By using any payment method and providing payment information to Ontop or to any Regulated Institution, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account that you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts. All payment services, including withdrawal services will be provided by our Regulation Institution providers.
6. Worker Wallet Fees 🏋️💵 🫰
So long as you are an active user of the Worker Wallet, we won’t charge you for your use or maintenance of the Worker Wallet. However, transactions may be subject to applicable fees and/or foreign exchange rates as mentioned in Sections 5.2 and 5.3 above.
Notwithstanding the above, we will charge you an inactivity fee of $ 10 USD or the balance in your Worker Wallet, whichever is less, if your Worker Wallet has no transactions for a period greater than two (2) months (“Wallet Inactivity Fee”).
7. Other Terms Applicable to the Worker Wallet 📄
These Terms are incorporated by reference in our B2C T&Cs. Any matter not regulated under these Terms will be subject to the B2C Terms. In the event of any conflict or discrepancy between these Terms and the B2C T&Cs, these Terms will govern.
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to 📥legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
🛣️ Giving you the freedom to make purchases with an international card in US dollars requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to 📥legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
These Ontop Card Terms of Service (“Terms”) form the basis of the legally binding contract between you and us. 🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING ONTOP CARD SERVICES. THESE TERMS ARE NON-NEGOTIABLE.
You will be informed if these Terms are updated as described under Section 15 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 16 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Ontop Card Overview 💳🪂
Having access to spend the money you receive in your Ontop Wallet through a globally-accepted international card, which gives you the freedom to make purchases anywhere in the world and in a strong currency is something that we care a lot about here at Ontop. That's where the Ontop Card comes in. It's a prepaid Electronic Money card, which allows you to make real-time transactions virtually anywhere that you could typically make purchases with a credit card. We have joined forces with Visa and a reputable provider to enable these amazing features of the Ontop Card. Easily request your Card from within our Platform, top up directly from your Ontop Wallet balance and spend immediately after your Card has been activated! Who knew that you could get so much value from a (virtual or physical) rectangle!?
2. Who or What is That? 🙋
🧾“Card Account” or “Account” is an Electronic Money account automatically created by the Ontop Card Provider to carry out transactions in relation to the Ontop Card.
📶 “Card Not Present Transaction” means an Internet transaction using the Ontop Card.
⚡💵 “Electronic Money” is monetary value stored on electronic media (such as the Ontop Card: a prepaid electronic card) designed for general use purposes.
🏪 “Merchant(s)” are any and all establishments and/or providers of goods and services that accept and/or receive payment via the Ontop Card at Visa acceptance points, which includes or any e-commerce and/or internet payment solutions for commercial transactions.
🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.
💳 “Ontop Card” or the “Card” is an Electronic Money card with our branding that will be offered both physically and electronically by the Ontop Card Provider to you to carry out transactions. The Card may be used internationally.
💳🚚 “Ontop Card Provider” is Servitebca Perú, Servicio de Transferencia Electrónica de Beneficios y Pagos S.A., a company established in Peru, registered under the tax ID No. RUC: 20517372294 with headquarters at Av. El Derby 250, piso 15, oficina 1501 Santiago de Surco, Lima, Peru. Servitebca is a financial institution regulated by the Superintendency of Banks and Corporations (SBS) in Peru.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available via login through the Ontop website located at www.getontop.com, as well as through mobile apps available on Apple iOS, Android, among others.
💵 “Ontop Wallet” is an e-wallet platform available on the Ontop Platform to Contractors who have access to information on amounts receivable under the terms of their contract(s) with Client(s). Through the Ontop Wallet, Contractors may request that funds in their Ontop Wallet be transferred to their personal bank accounts via wire transfers, ACH payment processing environment and/or other available payment methods, including top-ups to the Card Account balance.
🧪💳 “Physical Card” means the physical version of the Ontop Card, that may be available to you. This version of the Ontop Card may be delivered to you by us or the Ontop Card Provider. Certain conditions may only apply to the Physical Card.
🔢🤐 “Password” is a secret password that will be provided to you with the Ontop Card, in the form of a PIN Code or otherwise. The Password will be the only one that you can use to make purchases in affiliated Visa network establishments, as applicable to the Card, as well as to make cash withdrawals at ATMs. You assume full responsibility for safeguarding and not disclosing your Passwords, since all transactions made through the use of the Passwords will be considered as validly made by you.
👉 “User”, “Cardholder”, “you” and “your” are the independent contractors (the “Contractor(s)”) that use Ontop's worldwide remote working alternative solution that connects them with clients (the “Client(s)”), and who can apply to be eligible for an Ontop Card.
🛂 “Visa” is the official card network for the Ontop Card that facilitates the transfer of funds from the Ontop Card held by the Cardholder to merchants.
3. Requesting an Ontop Card 📋💳
3.1 You can request an Ontop Card from within the Ontop Platform, in the section "Ontop Card".
3.2 You must be of legal age and have filled out the identification information required by Ontop. You represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).
3.3 If you are registered on the Ontop Platform as a legal entity Contractor and request an Ontop Card, we will perform checks to confirm your identity as an and sole proprietor and/or legal representative of that legal entity. The Ontop Card will be issued in your name as a natural person, in your capacity as sole proprietor and/or legal representative of the legal entity Contractor.
3.4 Once you have applied for the Ontop Card, we will review your application at our sole discretion. This will include carrying out background checks, which must comply with Ontop and Ontop Card Provider requirements for issuing the Ontop Card. The criteria that we apply when determining the approval of applicants of the Ontop Card makes use of risk-based assessments in our compliance processes and internal procedures. We reserve the right to update, modify and otherwise alter, at our sole discretion, the criteria we adopt in approving Ontop Card applications.
3.5 Nevertheless, Ontop and Ontop Card Provider represent and warrant that they will not apply any discriminating criteria based on race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of their decisions to issue an Ontop Card.
3.6 Upon delivery of the Ontop Card, you may request the transfer of funds in your Ontop Wallet to your Card Account balance. The conversion of the amount received into its equivalent in Electronic Money, through storage in any electronic medium; which includes the issuance itself, conversion into cash (withdrawals), transfers, payments, and any other movement or transaction linked to the monetary value stored on the electronic medium.
3.7 By accepting these Terms, you also agree to the Ontop Card Provider contractual agreement, the "Electronic Money General Account Agreement for Natural Persons", which is attached hereto as Exhibit A below (“Ontop Card Provider Contract”).
4. Ontop Card Usage, Conditions, Limits and Restrictions 💳🛑🚦
4.1 Transactions:
a) Top-ups (or Conversions): You can make top-ups from your Ontop Wallet balance to your Card Account balance.
b) Automatic Top-ups: As a convenience to you, you may be able to enable the automatic top-up of you Ontop Card from your Ontop Wallet balance. You will be able to enable this setting from within the Ontop Platform and configure different amounts of automatic top-up once your Card Account balance falls below a specific amount. These different amounts, limits and options will be informed through the Ontop Platform. If the automatic top-up feature is activated and you perform a reverse withdrawal detailed in item h) below, and your Card Account balance is lower than the configured limit, this feature will perform a top-up transaction nonetheless. The automatic top-up is dependent on sufficient funds in your Ontop Wallet. You can cancel this feature at any time from within the Platform.
c) Cash Withdrawals or Reconversions (applies to Physical Card only): You may make local and international cash withdrawals at all supported ATMs. Withdrawals may be made in any currency, in which case they will be subject to the applicable exchange rate(s). A fee may be charged by us, the Ontop Card Provider and/or Visa, or any other financial institution involved in the ATM transaction, for cash withdrawals at ATMs and at counters (the fee may vary between ATMs and counters and is normally available on demand or when using the ATMs). We reserve the right to (i) limit the amounts for cash ATM withdrawals; and (ii) restrict the geographical locations where cash ATM withdrawals are permitted (as set forth in Section 7.3 below).
d) Purchases: You may make purchases for the payment of goods and/or services in Merchant establishments affiliated with the Visa network, as applicable to the Ontop Card. The sum of the purchase will be debited from the Card Account and indicated on the payment voucher. In addition, you may make purchases on local and international websites. In any case, purchases may be made in any currency, in which case they will be subject to the applicable exchange rate(s).
e) Card Account Balance and Transaction Inquiries: You may make Card Account balance and transaction inquiries by means of (i) the Ontop Platform, (ii) the Ontop contact/support center (hereinafter the “Ontop Contact Center"), and (iii) ATMs (applies to Physical Card only).
f) Forex Transactions: When using the Ontop Card in foreign currencies, i.e. non-USD transactions related to c) and d) above, you acknowledge that a processing surcharge on the total amount converted into USD may apply. You also agree to the conversion rate used by Ontop and/or the Ontop Card Provider on the date of international transaction processing.
g) Physical Card Signature: When using the Physical Card and signing the manually or electronically generated purchase or subscription receipt, the signature must match that on the Physical Card. A Merchant may require the presentation of an official identification document. The receipt must always be retained and kept by you.
h) Reverse Withdrawals: Reverse transactions from your Card Account balance back to your Ontop Wallet balance, subject to a positive Card Account balance.
i) Transaction Notifications: You may be able to receive mobile notifications on confirmed or failed transactions. This will depend on your type of device and version of the Ontop mobile app you have installed. As mobile notifications may be subject to error, the Card Account balance and transaction history from within the Ontop Platform is to be considered the official source of reference for the Card Account.
4.2 📲 Mobile Payment Systems; Ontop Pay. It may be possible to use the Ontop Card on mobile payment systems via tokenization processes on the Ontop mobile app (“Ontop Pay”) or through third-party providers (such as Apple Pay or Google Pay, among others) that allow for Users of the Ontop Card to carry out transactions in point-of-sale (“POS”) terminals via contactless payment technologies such as NFC (near field communication) (“Mobile Payment System(s)”). In order to use Mobile Payment Systems, you must have an account with the Mobile Payment System provider; a device that meets the system and compatibility requirements, which may change from time to time; working Internet access; and compatible software. Your ability to use Mobile Payment Systems with the Ontop Card may be affected by these factors. Such system requirements are your responsibility. Without limiting any other terms in this Agreement, you must comply with all applicable third-party terms and conditions when using Mobile Payment System applications.
4.3 Limits/Restrictions on Card Usage. The Ontop Card usage, its Password and withdrawal limits may be extended, restricted or canceled at any time. Special daily and aggregate limits may apply to cash withdrawals and transactions. The transactions you carry out with the Ontop Card will be subject to the transactional limits whose details are made available to you on the Ontop Platform. Such limits are established by the Superintendence of Banks, Insurance and Pension Fund Managers (SBS) in Peru.
4.4 Card Use and Authorization. The Ontop Card entitles you to pay for goods and services at the relevant Merchant establishments and acceptance points within the limits set by us, as follows:
a) by use of your Password;
b) by use of your signature (Physical Card);
c) over the telephone, Internet, correspondence, and all other purchases or service withdrawals in which you waive personal authorization and initiate the transaction solely by providing you name, card number, expiration date, and - if requested - the card verification code (CVC) affixed to the signature strip or automatically generated by our Platform. In the case of Internet transactions, you may be required to enter a Password, authorize the transaction via an app, or in another manner specified by us and/or the Ontop Service Provider; and
d) through Physical Card use without a Password, signature, or other personal authorization (e.g. at automated payment points in parking garages, on highways, or with contactless readers).
4.4.1 A transaction initiated in accordance with subparagraphs a) to d) above and the use of the Card for cash withdrawals by entering the Password or signing the withdrawal slip shall be deemed to have been authorized by you, even if the person initiating the transaction is not the Cardholder. Consequently, you acknowledge the stated claim of the Merchant. At the same time, you expressly and irrevocably request Ontop to reimburse the amounts to the relevant Merchant. We are entitled to debit the amount of the electronically registered transaction made in this way to the Ontop Card balance. The risks arising from misuse of the Card shall be borne by you.
4.4.2 A transaction triggered in accordance with subparagraphs a) to d) above may be for one-time payments, recurring payments or future payments of an unspecified amount (the latter two referred to as “Recurring Payment(s)”). If you provide Card data for Recurring Payments with Merchants, the new Card data will automatically be forwarded to these Merchants via Visa as part of Card renewals. You may delete the Card data provided to the Merchants or contact us to request interruption of the automated forwarding of the Card data at any time. The cancellation of a Recurring Payment does not necessarily lead to the interruption of any subscription, which is why the latter must be canceled by you directly with the Merchant.
4.5 Physical Ontop Card. You may request to receive a physical version of the Ontop Card, either in plastic or metal, which is subject to availability and may also be subject to the payment of an issuance fee (“Physical Card”). The Ontop Physical Card may be offered as part of the benefits to a subscription plan related to the Ontop Wallet and/or Card, in which case the specific terms of service of the subscription plan will apply. We make no assurances with respect to delivery times, which may vary depending on your location, but we will make all efforts to deliver the Physical Ontop Card in the shortest time period possible.
4.6 Duties of Care of the Physical Cardholder. You have the following duties of care as the Cardholder of the Physical Card:
4.6.1 Signature. Immediately upon receipt, you must sign the Physical Card on its reverse side using writing material that is suitable for documents (e.g. ballpoint pen).
4.6.2 Safekeeping. You must carefully store the Physical Card at all times. In particular, may not hand over or otherwise make accessible the Physical Card to third parties, except for its intended use as a means of payment. If the storage system is defective or otherwise limited in its function, you are obliged to immediately ask us for a replacement.
4.6.3 Loss, Theft, and Card Misuse. If your Physical Card is lost, stolen or if there is any other possibility of misuse, you must report such events to us immediately.
4.6.4 Confidentiality of Password. You are required to keep your Password secret at all times. Your Password may not be disclosed to third parties and may not be recorded, even in encrypted form. The personally changed Password must not consist of easily ascertainable combinations, such as telephone numbers, dates of birth, car license plates, among others.
4.6.5 Notification of Changes to Cardholder Information. We must be notified immediately in writing of any changes to the information provided in your application for the Ontop Card (in particular, Cardholder name, address, and Card Account changes, as well as changes in beneficial owner(s) and/or nationality), as well as any significant deterioration in income or financial circumstances. In addition, we must be notified immediately if changed facts give rise to a new tax liability, in particular in the USA. Until a new address is received, notices from us to the last address provided shall be deemed to have been validly delivered.
4.7 Responsibility and Liability.
4.7.1 Failure or Delay in Transactions. We are not responsible for any failure or delay in the transmission of any transaction by any third party, including Merchant establishments or any telecommunication or Internet service providers. We are not an agent of any Merchant or service provider or vice-versa.
4.7.2 Overdraft. Depending on the nature of the transaction made with a specific Merchant, including but not limited to refunds on purchases, tipping on food and beverage bills, the Card Account balance may be affected by overdraft, i.e. the Card will authorize payment for amounts greater than the Card Account balance. In such cases, we reserve the right to charge your Ontop Wallet to cover any negative balances in your Card Account, at any time.
4.7.3 Reimbursement for Damages in Events of No Fault. If you have complied with the duty of care requirements set out in Section 4.6 above and are not otherwise at fault, Ontop and/or Ontop Card Provider may assume any losses incurred by you as a result of misuse of the card by third parties or as a result of counterfeiting or falsification of the Card by third parties. Third parties do not include persons close to, related to, or otherwise connected with you, such as spouses, authorized representatives, or persons living in the same household as you. Ontop and/or the Ontop Card Provider are not liable for damages relating to insurance coverage or potential consequential damages of any kind. If Ontop and/or the Ontop Card Provider assumes liability for any damages, you must assign any and all claims arising from the damages to Ontop and/or the Ontop Card Provider.
4.7.4 Breach of the Duty of Care. If you fail to comply with the duty of care, you shall be liable, without limitation, for all losses resulting from misuse of the Card until any blocking becomes effective.
4.7.5 Disclaimer on Card Transactions. Ontop and/or the Ontop Card Provider disclaim all warranties and liability for transactions concluded using the Card; in particular, any complaints regarding goods or services received, as well as disputes and claims arising from such transactions, which must be settled directly with the Merchant in question.
4.7.6 Non-Acceptance of the Card. Ontop and/or Ontop Card Provider assume no responsibility in the event that a Merchant refuses to accept the Card for any reason whatsoever, or that a payment cannot be made with the Card for technical reasons or otherwise. The same applies to cases in which it proves impossible to use the Card at a machine or POS terminal and/or if the Card is damaged or rendered unusable by the machine or POS terminal.
4.7.7 After Termination of the Contractual Relationship. The right to use the Card, in particular for telephone, correspondence or Internet orders, shall expire in any event upon termination of the contractual relationship or after reclaiming or returning the Card. Even after termination of these Terms or reclaiming the Card, you shall be liable for any damages you have caused. Unlawful use of the Card may be subject to civil and/or criminal prosecution.
4.7.8 Mobile Payment System Liability. Notwithstanding Section 4.2 above, we shall not be held liable for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Ontop and/or a third-party Mobile Payment System provider have been advised of the possibility of such damages.
4.8 Disputed Amounts. If you wish to dispute an amount deducted from your Ontop Card, you must contact our Ontop Contact Center. If an amount is not disputed within ninety (90) days after the transaction date, we may (at our sole discretion) not be able to provide you with a refund. A written complaint must also be submitted within forty-five (45) days of the date of the disputed transaction, at the latest, otherwise the Card Account balance shall be deemed to have been approved by you. In the event that we request that you complete a claim form, you must complete and sign it within ten (10) days of receipt and send it to us. In the event of damages, you are obliged to file a criminal complaint with the competent police authority and to request a copy of the complaint. We do not assume any liability for claims relating to the processing of payments with the Ontop Card by third-party Merchants. Such claims shall be subject to and governed by the third-party Merchant terms and conditions.
4.9 🛎️ Customer Service. If you have a problem or complaint about your Ontop Card or these Terms, please contact our Ontop Contact Center.
5. Blocking your Ontop Card 🚫
A. DUE TO THEFT, ROBBERY, LOSS OF CARD OR LOSS OF PASSWORD (applies to Physical Card only)
5.1 Blocking the Ontop Card. You must block your Card Account immediately in the event of theft, robbery or loss of the Ontop Card or Password, or in the event that an unauthorized third party becomes aware of any of the Passwords. You may block your Card Account by calling the Ontop Contact Center or through other channels that are made available and duly informed by Ontop. You will be responsible for transactions made with the Card as long as Ontop has not received the respective request to block your Card. In order to effectively block the Ontop Card, you must perform a reverse withdrawal of all funds in the Card Account balance to your Ontop Wallet.
B. FOR OTHER REASONS
5.2 Temporary Block (Freeze) of the Ontop Card. You may temporarily block your Card Account directly through the Ontop Platform or through the Ontop Contact Center. In order to activate your Card Account once again, you can do so through the Ontop Platform or the Ontop Contact Center, which shall be subject to a verification process.
5.3 Permanent Block of the Ontop Card. You can permanently block the Card Account, directly through the Ontop Platform or through the Ontop Contact Center. In order to perform a permanent block of the Ontop Card, you must perform a reverse withdrawal of all funds in the Card Account balance to your Ontop Wallet.
C. BY ONTOP OR ONTOP CARD PROVIDER
5.4 Temporary Block for Legal Reasons. Ontop or the Ontop Card Provider may temporarily block the Account by order of a competent authority or when there is reason to believe that a fraudulent, unusual, irregular, illicit or suspicious transaction is taking place, in violation of the Ontop anti-money laundering policy or the applicable law(s) and/or when the Cardholder has provided inaccurate, incomplete or false information. In these cases, Ontop and/or the Ontop Card Provider shall inform the Cardholder of the measures they have taken by email, telephone or written communication sent to their home address.
6. Other Terms Applicable to Ontop Card Services 📄
6.1 💻 Ontop Platform Terms of Service. By using our Ontop Card Services, you agree to use the Ontop Wallet as a means to top-up your Ontop Card and to be bound by the Ontop Platform Terms of Service, (“Ontop Platform Terms of Service”).
6.2 🔐 Privacy Policy. The Ontop Privacy Policy (“Privacy Policy”) provides information on how we collect, process, use, retain and disclose personal data and/or other information that we receive from you. You acknowledge and understand that we may collect, process, use, retain and disclose your personal data and/or other information pursuant to our Privacy Policy, as updated from time to time.
6.2.1 Data Processing in the Context of Fraud Prevention. For all instances of Card transactions, the Card number, transaction date and time, transaction amount, Merchant information (name, ID, URL) and, if applicable, the IP address from which the Card transaction was initiated will be stored. This data will also be processed and evaluated for the creation of a User profile for the purpose of fraud prevention by service providers specializing in this area on our behalf. You hereby authorize us to exchange your personal data with the Ontop Card Provider or third-party service providers for the purposes of fraud prevention and/or related data processing.
6.3 ✅ Acceptable Use Policy. By using our Ontop Card Services, you also agree to our Acceptable Use Policy (“Acceptable Use Policy”).
6.4 🧺 AML Policy. Your access to Ontop Card Services is also subject to our Anti-Money Laundering Policy (“AML Policy”).
7. Access to our Card Services 🎟️
7.1 Certain Restrictions. The rights granted to you under these Terms are subject to the following restrictions: (a) you shall not license, sublicense, sell, resell, rent, lease, transmit, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive product or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future releases, updates, or other added features of the Services shall be subject to these Terms.
7.2 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets relating to the Services and its content are owned by Ontop, its affiliates and/or suppliers. These Terms do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights.
7.3 Prohibited Card Uses and Activities. You may not use the Ontop Card to solicit or provide services for the benefit of: (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a Cardholder. Further, you may not use the Ontop Card to solicit or provide services involving or related to any of the items in the lists of Prohibited Uses and Prohibited Activities contained in our Acceptable Use Policy. If Ontop suspects or determines that you are using the Services in any way related to activities listed under Prohibited Uses or Prohibited Activities of our Acceptable Use Policy, we reserve the right to disable your Card Account, freeze any funds in your Card Account, and report your activity to our financial services providers and/or other regulatory authorities with jurisdiction over our operations and/or you.
7.4 Usage. Use of your Ontop Card means that you agree to these Terms. You will use the Ontop Card in accordance with these Terms, or as we may otherwise communicate to you from time to time. You will not use the Ontop Card for illegal, fraudulent or defamatory purposes or take any steps which could undermine the security or integrity of our Services, or cause harm to or threaten to harm any of our other Users.
8. Term and Termination ⏳✂️
8.1 Term. These Terms will remain in full force and effect for as long as you use the Ontop Card Services.
8.2 Termination by Ontop and/or Ontop Card Provider. Ontop and/or Ontop Card Provider may terminate the relationship with you under these Terms in any of the following cases:
a) If the Card Account is inactive (no transactions) for a period equal to or greater than six (6) months;
b) Acts of God or force majeure event (as defined below);
c) In the event of the application of prudential regulations issued by the Peruvian Supervisory Organization for Banking, Insurance and Pension Fund Administrators, such as those linked to anti-money laundering and counter-terrorism financing;
d) If you provide false, incomplete or insufficient information; and/or
e) If the continued existence of the usage of the Card and related Services violates these Terms, Ontop and/or Ontop Card Provider internal and/or acceptable use policies, or any applicable law(s).
8.2.1 In the cases described in subparagraphs c) and d) above, the notification for termination of the Services or blocking the Card Account will become effective within seven (7) calendar days following notification. In all other cases, we will inform you of the decision to terminate the Services with three (3) business days’ prior notice.
8.2.2 Once our Card Services have been definitively terminated, you can only obtain a refund of the funds available on the Ontop Card after notifying the Ontop Contact Center to inform them of the instructions for the return.
8.3 Termination by Cardholder. You can refrain from using and terminate the Ontop Card Services at any time by making a request through the Ontop Platform. You can obtain a refund of the funds available on the Ontop Card after notifying the Ontop Contact Center to inform them of the instructions for their reimbursement.
8.4 Death or Incapacity of a Cardholder. Following notice of death or incapacity of a Cardholder, we may freeze the Card Account balance, refuse to accept transactions, and reverse or return deposits. Neither Ontop nor the Ontop Card Provider are required to release the funds until we receive any documents reasonably requested to verify such death or incapacity, as well as who is entitled to the funds in the Card Account balance. If a Cardholder dies while residing outside of the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction. If Ontop or the Ontop Card Provider has any tax liability when making payment of the balance to the Cardholder’s estate, the estate will be responsible for repaying Ontop and/or the Ontop Card Provider the amount of that tax.
8.5 Abandoned Property. If your Card Account is terminated, Ontop and/or Ontop Card Provider shall return any Card Account balance funds, less any fees, claims, set-offs or other amounts deductible. We may transfer the balance from the closed Card Account by check or wire transfer to your last known ACH Account or the Ontop Wallet, at our sole discretion. Funds that cannot be returned or transferred will be considered abandoned pursuant to the laws of the State of Delaware.
8.6 Survival. Any of the provisions hereunder which by their nature are meant to survive expiration or early termination of these Terms for any reason will remain in effect, including but not limited to the following: Sections 3 - Requesting an Ontop Card, 4 - Ontop Card Usage, Conditions, Limits and Restrictions, 5 - Blocking your Ontop Card, 6 - Other Terms Applicable to Ontop Card Services, 7 - Access to the Services, 9 - Indemnification, 11 - Force Majeure, 12 - Waiver Set-Off, 13 - Limitation of Liability, 14 - Tax Matters and 15 - General.
9. Indemnification 💰
9.1 You agree to indemnify and hold Ontop (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all claims or demands made by any third party due to or arising from (a) your use of the Services provided by Ontop, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, including any applicable tax laws or similar legislation in your jurisdiction. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
9.2 Release. You hereby release and forever discharge Ontop (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, the Services.
10. Disclaimer ⚠️
ONTOP (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE ACCURATE, COMPLETE, OR RELIABLE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. Force Majeure 🌊🌪️🌩️
You may not hold Ontop liable for failure or delay in the performance of its obligation under these Terms or any agreement entered by and between Ontop and you if such performance has been made impracticable by the occurence of a contingency not reasonably within the control and without the fault of Ontop, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of the Services due to any act of God; blockage, accidents, disturbance or encumbrance of the telecommunications, transport or procurement networks of whatever reason; strike, equipment or transmission failure blockage, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power system not within Ontop’s possession or reasonable control, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case reasonably beyond our control preventing the normal provision of the Services to you.
12. Waiver of Set-Off 📴
You waive the right to settle your obligations to us by offsetting them against any claims you may have against us.
13. Limitation of Liability ✋🛑
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (U.S. $ 10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Tax Matters 🚖⚛️
The Ontop Card is an Electronic Money card that is able to carry out financial transactions and hold monetary value. The funds deposited in the Card Account balance may be considered income under the applicable laws, rules and regulations in your jurisdiction, and once deposited, such income may be considered realized for tax purposes. It is also possible that under the applicable laws, rules and regulations in your jurisdiction, you are required to pay taxes on a monthly, quarterly, or annual basis over amounts transferred to your Card Account balance but not spent on transactions, due to the income realization principle in your jurisdiction. In the event that there is non-compliance or insufficient compliance on tax matters, you agree to indemnify and to hold Ontop harmless to the fullest extent, from any and all claims which may be asserted against Ontop by any tax and/or government authority because Ontop has not withheld sums from you or because you have not complied with the tax obligations in your jurisdiction in a timely manner.
15. Changes 🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Card Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
16. Governing Law and Dispute Resolution ⚖️
16.1 Governing Law. These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
16.2 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 1321 Upland Dr., PMB 15685, Houston, Texas 77043. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH DISPUTES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT, CONTRACTOR AND/OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, CONTRACTOR AND/OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed as non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
17. Almost There! (AKA General) 🏁
17.1 Legal Authority Orders. “Legal Authority Order” means any instruction, subpoena, court or administrative order, request for information and/or document that appears to have the force of law from an administrative body, court authority and/or arbitration tribunal, that requires Ontop or the Ontop Card Provider to provide information, hold or pay out funds from the Card Account, including, but not limited to a garnishment, attachment, execution, levy or any other similar order. Neither Ontop nor the Ontop Card Provider has the obligation to determine whether the Legal Authority Order was validly issued or enforceable. If a hold is in effect, Ontop or the Ontop Card Provider may continue to charge any applicable fees, if any, even though the Card Account cannot be closed or terminated. If any action, including administrative proceedings, garnishment, tax levies, restraining orders or any another legal action (“Legal Action”) is brought against you or your Card Account, you will be liable to Ontop for any loss, cost or expense (including attorney’s fees) resulting from compliance with any Legal Action and/or Legal Authority Order. If Ontop or the Ontop Card Provider receives a Legal Authority Order in relation to your Card Account, Ontop or the Ontop Card Provider are hereby authorized to comply with it to the fullest.
17.2 Assignment of Agreement and Successors. This Agreement will be binding on your personal representative(s), executor(s), administrator(s), and/or successor(s), as well as on the successors and assigns of Ontop or the Ontop Card Provider. You may not assign, transfer or grant a security interest in the Ontop Card and respective Account to anyone other than Ontop without our prior consent. No assignment will be valid or binding on Ontop, and we will not be considered to have knowledge thereof, until we consent to and make a record of the assignment or cause the Ontop Card Provider to make a record of such assignment.
17.3 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ontop, or any products utilizing such data, in violation of the United States export laws or regulations.
17.4 Electronic Communications. The communications between you and us use electronic means, whether you use our website or send us emails. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy as if it were a hardcopy. The foregoing does not affect your non-waivable rights.
17.5 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not be constituted as a waiver of such right or provision. The section titles used in these Terms are for convenience only and have no legal or binding effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Ontop is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and your rights and obligations hereunder may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation or transfer in violation of the foregoing will be null and void. We may freely assign these Terms to other companies or affiliates of the Ontop Group, whose. provisions shall be binding upon assignees.
17.6 Copyright/Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Ontop Card are our property, the property of the Ontop Card Provider or other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.
17.7 📥 Contact Information:
Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
Support: www.getontop.com/contact
EXHIBIT A - ONTOP CARD PROVIDER CONTRACT
🛣️ Helping you achieve the freedom you need to spend your money on your own terms requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms is unclear or difficult to understand, please email us by email to 📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
These Freedom Terms of Service (“Terms”) form the basis of the legally binding contract between you (the “Subscriber”) and us.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO FREEDOM, AS THESE TERMS ARE NON-NEGOTIABLE.
You will be informed if these Terms are updated pursuant to Section 8 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 9 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Let’s Begin! Freedom Overview 🦅🪂
Freedom isn’t just a concept, with Ontop it’s a reality. We have carefully curated amazing benefits into an attractive package that maximizes your use of the Ontop Card. Getting money back on your purchases in exchange for an attractive rate definitely frees you up to spend more on the things you want. And that’s what Freedom is all about.
2. Who or What is That? 🙋
🧾 “Ontop Account” or the “Account” is the account that you need to create in order to use the Ontop Platform.
💳 “Ontop Card” is a digital prepaid card that Contractors can acquire through the Ontop Platform and top up by using their Ontop Wallet balance.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available on the Ontop website located at www.getontop.com, as well as through mobile apps available on Apple iOS, Android, among others.
💵 “Ontop Wallet” or the “Wallet” means the e-wallet account which can be activated by and/or accessible to Contractors registered on the Ontop Platform that reflects the available balance of payments from the Clients to whom the Contractors provide services, which can be held within the account balance and/or paid out to the independent contractor through a number of different payment methods.
🕊 “Freedom” means the premium Subscription Plan and applicable features and benefits available under these Terms.
🛎️ “Ontop Services” are all the services offered by Ontop through the Ontop Platform, whether by use of the Ontop Card, Ontop Wallet or otherwise.
✒️📦 “SubscriptionPlan” means any subscription model plan where Subscribers pay a recurring fee to receive Cashbacks and other benefits related to their Ontop Card and/or Wallet spending.
👉👷“Subscribers”, “you”, or “your” are the independent contractors (the “Contractors”) that use Ontop's worldwide remote working alternative solution that connects them with clients (the “Clients” 🏢), and who can subscribe to Freedom.
3. Access to Freedom🎟️
3.1 If you have an Ontop Account on the Ontop Platform and are the holder of an active Ontop Card, you may receive an offer to subscribe to Freedom as a premium feature of the Ontop Card from within our Platform.
3.2 All amounts of fees relating to Freedom are stipulated in US Dollars (“Subscription Fee(s)” or simply “Fee(s)”).
4. Freedom Subscription Plan ✒️📦
Subscribers will be able to subscribe to the Freedom Subscription Plan offering them premium benefits, whose features are detailed in the table below:
4.1 Freedom Offer. Holders of the Ontop Card will be able to subscribe to the Freedom Subscription Plan above, but subscription to Freedom is not required in order to have access to or use the Ontop Card. If you subscribe to Freedom, the applicable Fee will be deducted automatically from your Wallet balance, the same day the subscription is requested. Upon acquiring Freedom, you will always start to enjoy the benefits on the next calendar day after the Subscription Fee has been charged, unless specified otherwise in an Ontop subscription offer. If you don’t have funds on your Ontop Wallet balance while subscribing to Freedom, the Subscription Plan won’t be activated and you will have to start the subscription process again once you have funds in your Wallet.
4.1.1 Yearly/Monthly Payment of Subscription Fee. Subscribers may choose to make advance payment of the Subscription Fee once a year at a discounted rate (“Yearly Billing Cycles”), rather than being charged for the Fees on a monthly basis (“Monthly Billing Cycles”). In such cases, you acknowledge and agree that you are aware of our refund policy, as per Section 4.6 below.
4.2 Credit to Ontop Card. Depending on availability of the services on our Platform, Subscribers will have access to automatic or manual Cashbacks. In the absence of automatic Cashback, the provisions relating to manual Cashback will apply.
4.2.1 Automatic Cashback. Our Platform may offer automatic Cashback that will be applied to a Subscriber’s Ontop Card balance immediately, depending on whether the specific vendor has been included in this feature. In the event of errors in the application of the automatic Cashback feature, we reserve the right to deduct from or add to the Subscribers’ Ontop Card or Ontop Wallet balance in order to perform the necessary corrections.
4.2.2 Manual Cashback. Manual Cashbacks are calculated once the monthly Ontop Card spending summary has been issued at the end of each month in relation to the day of the month associated with subscription to Freedom (“Cashback Cycle”). Benefits listed below will be credited to the Subscriber’s Ontop Card balance after at least fifteen (15) calendar days of the end of the Cashback Cycle. Any corrections to automatic cashbacks will be made at the time of manual cashback. We may credit benefits and bonuses on a more frequent basis, at our sole discretion, but we make no guarantees or assurances in this regard.
4.3 Card Cashback Benefits. “Cashback Benefits” or “Cashbacks” are bonuses that can be credited to Subscribers’ Ontop Card balance, depending on the specific types of purchases made by Subscribers through their Ontop Card.
4.3.1 Purchases made with Ontop Card Cashback. Ontop will credit the Subscriber’s Ontop Card balance in an amount corresponding to the percentage of Cashback under the relevant Subscription Plan.
4.3.2 Cashback Cap. Monthly Cashback limits are established in the subscription terms of each Subscription Plan. Under Freedom, the total Cashback (irrespective of Cashback rate) cannot be greater than the monthly limit.
4.3.3 Cashback Taxation. Cashback Benefits are usually seen as non-taxable because of their nature as a rebate. However, please consult with your tax advisor or accountant about the benefits received and if these are considered income in your jurisdiction and subject to reporting.
4.4 Charging for Subscription Fees. Once subscribed to Freedom, Subscribers will be automatically charged the Fees on a monthly basis if choosing a Monthly Billing Cycle, or on a yearly basis if choosing a Yearly Billing Cycle. The Fees will be deducted from your Ontop Wallet balance. The Subscription Fee will be charged on the last business day of the Monthly Billing Cycle or the Yearly Monthly Cycle, as applicable. If the first charge is unsuccessful, Ontop will attempt to charge the Subscription Fee within five (5) days from the first charge.
4.4.1 Automatic Cancellation for Lack of Funds. If the payment of the Subscription Fee is unsuccessful after the two attempts to charge the Subscription Fee as per Section 4.4 above, Ontop will automatically cancel the Freedom Subscription Plan. Automatic cancellation for lack of funds in the Subscriber’s Ontop Wallet balance will result in ineligibility to receive benefits, bonuses and/or special services for the Cashback Cycle(s) where the Subscription Fee to Freedom has not been paid.
4.5 Unsubscribing from Freedom or Changing Subscription Package. In order to unsubscribe or change any Subscription Plan, Subscribers may click on the "Unsubscribe" button on the Ontop Platform (web or app), reach out to our live chat customer service, or write to cx@getontop.com at least five (5) calendar days before the date in which the Subscription Fee is charged every month, in order to ensure cancellation of Freedom at the end of that month or the application of the conditions of a new Subscription Plan on the following month.
4.6 Refund Policy. Subscribers will be entitled to a full refund within the first five (5) calendar days after the first charge of the Subscription Fee following signup for the Subscription Plan. In the event that you have chosen the Yearly Billing Cycle and wish to unsubscribe from your Freedom Subscription Plan before the end of the year, you will not be eligible for a refund. We do not provide cash refunds, and we reserve the right to provide credit for future Subscription Plans or the acquisition of other services provided by Ontop, at our sole discretion. We make no guarantees or assurances with respect to refunds, and any requests for refunds that you make will be assessed on a case-by-case basis.
4.7 No Multiple Subscriptions. Subscribers cannot be subscribed to more than one Subscription Plan at a time. Therefore, benefits cannot be combined and/or used in conjunction with one another.
4.8 Taxation of Benefits. Please consult with your tax advisor or accountant for the taxation of the benefits received and/or discounts provided through Freedom. It is possible that these are considered non-taxable income, due to their nature of being incentives or rebates. Such services rendered are a convenience to you, but in no way will Ontop include such purchases of services or products as expenses and thus non-taxable to you.
5. Other Terms Applicable to Freedom 📄
5.1 💻 Ontop Platform Terms of Service. By subscribing to Freedom, you agree to be bound by the Ontop Platform Terms of Service.
5.2 💳 Ontop Card Terms of Service. Subscription to Freedom is conditional to the Subscriber possessing an Ontop Card, therefore the Ontop Card Terms of Service will also apply to these Terms.
5.3 🔐 Privacy Policy. Our Privacy Policy provides information on how we collect and process personal data and/or other information that we receive from you. You acknowledge and understand that we may collect, process, use, retain and disclose your personal data and/or other information with third parties as per our Privacy Policy.
5.4 ✅ Acceptable Use Policy. By subscribing to our Subscription Plans, you also agree to our Acceptable Use Policy.
5.5 🧺 AML Policy. Freedom is also subject to our Anti-Money Laundering Policy.
5.6⚠️ Solicitation and Promotion Rule Disclaimer. In accepting these Terms, you acknowledge and agree that the offer to subscribe to Freedom is subject to our Solicitation and Promotion Rule Disclaimer.
6. Indemnification 💰
6.1 You agree to indemnify and hold Ontop (and its officers employees and agents) harmless, including costs and attorneys’ fees, from any and all claims, losses, liabilities, expenses or demands made by any third party due to or arising from (a) your use of the Services provided by Ontop, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, including any applicable tax laws or similar legislation in your jurisdiction. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
6.2 Release. You hereby release and forever discharge Ontop (and its officers, directors, shareholders, employees, agents, subsidiaries, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, the Services.
7. Limitation of Liability ✋🛑
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (U.S. $10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Changes 🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Website and/or Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9. Governing Law and Dispute Resolution ⚖️
9.1 Governing Law. These Terms of Service will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
9.2 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT, CONTRACTOR AND/OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, CONTRACTOR AND/OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed as non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
10. Almost There! (AKA General) 🏁
10.1 Export Controls and Sanctions. You acknowledge that the Ontop, Website, Platform, Freedom and/or any Ontop Services offered by Ontop may be subject to restrictions of the U.S. Government, including but not limited to export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (including the U.S. Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC (collectively, “U.S. Export Controls and Sanctions”), and the E.U Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”) and may be subject to other U.S., U.K. and foreign export or import regulations in other countries (“Other Applicable Export Laws”). You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ontop, or any products utilizing such data, in violation of the U.S Export Controls and Sanctions, Regulation 428/2009 and Other Applicable Export Laws.
10.2 Disclosures. Ontop is located at the address in Section 10.3 - Contact Information. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.3 Contact Information:
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
Support: https://www.getontop.com/contact
🛣️ Helping you to go infinite with your spending while reaping the unlimited benefits requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms is unclear or difficult to understand, please email us by email to 📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
These Infinite Terms of Service (“Terms”) form the basis of the legally binding contract between you (the “Subscriber”) and us.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO INFINITE, AS THESE TERMS ARE NON-NEGOTIABLE.
You will be informed if these Terms are updated pursuant to Section 8 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 9 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Let’s Begin! Infinite Overview 🪂
Have you ever thought of pushing the limits of a world without borders? Well, we might be able to give you a small taste of that with our Infinite plan! We have carefully curated amazing benefits into an attractive package that maximizes your use of the Ontop Card. Let Ontop take you to infinity, and beyond!
2. Who or What is That? 🙋
🧾“Ontop Account” or the “Account” is the account that you need to create in order to use the Ontop Platform.
💳“Ontop Card” is a digital prepaid card that Contractors can acquire through the Ontop Platform and top up by using their Ontop Wallet balance.
💻“Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available on the Ontop website located at www.getontop.com, as well as through mobile apps available on Apple iOS, Android, among others.
💵 “Ontop Wallet” or the “Wallet” means the e-wallet account which can be activated by and/or accessible to Contractors registered on the Ontop Platform that reflects the available balance of payments from the Clients to whom the Contractors provide services, which can be held within the account balance and/or paid out to the independent contractor through a number of different payment methods.
♾️ “Infinite” means the premium Subscription Plan and applicable features and benefits available under these Terms.
🛎️“Ontop Services” are all the services offered by Ontop through the Ontop Platform, whether by use of the Ontop Card, Ontop Wallet or otherwise.
✒️📦“SubscriptionPlan” means any subscription model plan where Subscribers pay a recurring fee to receive Cashbacks and other benefits related to their Ontop Card and/or Wallet spending.
👉👷♀️“Subscribers”, “you”, “your” are the independent contractors (the “Contractors”) that use Ontop's worldwide remote working alternative solution that connects them with clients (the “Clients” 🏢), and who can subscribe to Infinite.
3. Access to Infinite 🎟️
3.1 If you have an Ontop Account on the Ontop Platform and are the holder of an active Ontop Card, you may receive an offer to subscribe to Infinite as a premium feature of the Ontop Card from within our Platform.
3.2 All amounts of fees relating to Infinite are stipulated in US Dollars (“Subscription Fee(s)” or simply “Fee(s)”).
4. Infinite Subscription Plan ✒️📦
Subscribers will be able to subscribe to the Infinite Subscription Plan offering them premium benefits, whose features are detailed in the table below:
4.1 infinite Offer. Holders of the Ontop Card will be able to subscribe to the Infinite Subscription Plan above, but subscription to Infinite is not required in order to have access to or use the Ontop Card. If you subscribe to Infinite, the applicable Fee will be deducted automatically from your Wallet balance. Upon acquiring Infinite, you will always start to enjoy the benefits on the next calendar day after the Subscription Fee has been charged, unless specified otherwise in an Ontop subscription offer. If you don’t have funds on your Ontop Wallet balance while subscribing to Freedom, the Subscription Plan won’t be activated and you will have to start the subscription process again once you have funds in your Wallet.
4.1.1 Yearly/Monthly Payment of Subscription Fee. Subscribers may choose to make advance payment of the Subscription Fee once a year at a discounted rate (“Yearly Billing Cycles”), rather than being charged for the Fees on a monthly basis (“Monthly Billing Cycles”). In such cases, you acknowledge and agree that you are aware of our refund policy, as per Section 4.6 below.
4.2 Credit to Ontop Card. Depending on availability of the services on our Platform, Subscribers will have access to automatic or manual Cashbacks. In the absence of automatic Cashback, the provisions relating to manual Cashback will apply.
4.2.1 Automatic Cashback. Our Platform may offer automatic Cashback that will be applied to a Subscriber’s Ontop Card balance immediately, depending on whether the specific vendor has been included in this feature. In the event of errors in the application of the automatic Cashback feature, we reserve the right to deduct from or add to the Subscribers’ Ontop Card or Ontop Wallet balance in order to perform the necessary corrections.
4.2.2 Manual Cashback. Manual Cashbacks are calculated once the monthly Ontop Card spending summary has been issued at the end of each month in relation to the day of the month associated with subscription to Freedom (“Cashback Cycle”). Benefits listed below will be credited to the Subscriber’s Ontop Card balance after at least fifteen (15) calendar days of the end of the Cashback Cycle. Any corrections to automatic cashbacks will be made at the time of manual cashback. We may credit benefits and bonuses on a more frequent basis, at our sole discretion, but we make no guarantees or assurances in this regard.
4.3 Card Cashback Benefits. “Cashback Benefits” or “Cashbacks” are bonuses that can be credited to Subscribers’ Ontop Card balance, depending on the specific types of purchases made by Subscribers through their Ontop Card.
4.3.1 Purchases made with Ontop Card Cashback. Ontop will credit the Subscriber’s Ontop Card balance in an amount corresponding to the percentage of Cashback under the relevant Subscription Plan.
4.3.2 Cashback Cap. Monthly Cashback limits are established in the subscription terms of each Subscription Plan. Under Freedom, the total Cashback (irrespective of Cashback rate) cannot be greater than the monthly limit.
4.3.3 Cashback Taxation. Cashback Benefits are usually seen as non-taxable because of their nature as a rebate. However, please consult with your tax advisor or accountant about the benefits received and if these are considered income in your jurisdiction and subject to reporting.
4.4 Charging for Subscription Fees. Once subscribed to Infinite, Subscribers will be automatically charged the Fees on a monthly basis if choosing a Monthly Billing Cycle, or on a yearly basis if choosing a Yearly Billing Cycle. The Fees will be deducted from your Ontop Wallet balance. The Subscription Fee will be charged on the last business day of the Monthly Billing Cycle or the Yearly Monthly Cycle, as applicable.If the first charge is unsuccessful, Ontop will attempt to charge the Subscription Fee within five (5) days from the first charge.
4.4.1 Automatic Cancellation for Lack of Funds. If the payment of the Subscription Fee is unsuccessful after the two attempts to charge the Subscription Fee as per Section 4.4 above, Ontop will automatically cancel the Infinite Subscription Plan. Automatic cancellation for lack of funds in the Subscriber’s Ontop Wallet balance will result in ineligibility to receive benefits, bonuses and/or special services for the Cashback Cycle(s) where the Subscription Fee to Infinite has not been paid.
4.5 Unsubscribing from Infinite or Changing Subscription Plan. In order to unsubscribe or change any Subscription Plan, Subscribers may click on the "Unsubscribe" button on the Ontop Platform (web or app), reach out to our live chat customer service, or write to cx@getontop.com at least five (5) calendar days before the date in which the Subscription Fee is charged every month, in order to ensure cancellation of Infinite at the end of that month or the application of the conditions of a new Subscription Plan on the following month.
4.6 Refund Policy. Subscribers will be entitled to a full refund within the first five (5) calendar days after the first charge of the Subscription Fee following signup for the Subscription Plan. In the event that you have chosen the Yearly Billing Cycle and wish to unsubscribe from your Infinite Subscription Plan before the end of the year, you will not be eligible for a refund. We do not provide cash refunds, and we reserve the right to provide credit for future Subscription Plans or the acquisition of other services provided by Ontop, at our sole discretion. We make no guarantees or assurances with respect to refunds, and any requests for refunds that you make will be assessed on a case-by-case basis.
4.7 No Multiple Subscriptions. Subscribers cannot be subscribed to more than one Subscription Plan at a time. Therefore, benefits cannot be combined and/or used in conjunction with one another.
5. Other Terms Applicable to Infinite 📄
5.1 💻 Ontop Platform Terms of Service. By subscribing to Infinite, you agree to be bound by the Ontop Platform Terms of Service.
5.2 💳 Ontop Card Terms of Service. Subscription to Freedom is conditional to the Subscriber possessing an Ontop Card, therefore the Ontop Card Terms of Service will also apply to these Terms.
5.3 🔐Privacy Policy. Our Privacy Policy provides information on how we collect and process personal data and/or other information that we receive from you. You acknowledge and understand that we may collect, process, use, retain and disclose your personal data and/or other information with third parties as per our Privacy Policy.
5.4 ✅ Acceptable Use Policy. By subscribing to our Subscription Plans, you also agree to our Acceptable Use Policy.
5.5 🧺AML Policy. Infinite is also subject to our Anti-Money Laundering Policy.
5.6⚠️ Solicitation and Promotion Rule Disclaimer. In accepting these Terms, you acknowledge and agree that the offer to subscribe to Freedom is subject to our Solicitation and Promotion Rule Disclaimer.
6. Indemnification 💰
6.1 You agree to indemnify and hold Ontop (and its officers employees and agents) harmless, including costs and attorneys’ fees, from any and all claims, losses, liabilities, expenses or demands made by any third party due to or arising from (a) your use of the Services provided by Ontop, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, including any applicable tax laws or similar legislation in your jurisdiction. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
6.2 Release. You hereby release and forever discharge Ontop (and its officers, directors, shareholders, employees, agents, subsidiaries, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, the Services.
7. Limitation of Liability ✋🛑
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (U.S. $10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Changes🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Website and/or Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9. Governing Law and Dispute Resolution ⚖️
9.1 Governing Law. These Terms of Service will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
9.2 Arbitration Agreement. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT, CONTRACTOR AND/OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, CONTRACTOR AND/OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed as non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
10. Almost There! (AKA General) 🏁
10.1 Export Controls and Sanctions. You acknowledge that the Ontop Website, Platform, Infinite and/or any Ontop Services offered by Ontop may be subject to restrictions of the U.S. Government, including but not limited to export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (including the U.S. Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC (collectively, “U.S. Export Controls and Sanctions”), and the E.U Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”) and may be subject to other U.S., U.K. and foreign export or import regulations in other countries (“Other Applicable Export Laws”). You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ontop, or any products utilizing such data, in violation of the U.S Export Controls and Sanctions, Regulation 428/2009 and Other Applicable Export Laws.
10.2 Disclosures. Ontop is located at the address in Section 10.3 - Contact Information. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.3📥 Contact Information:
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
Support: https://www.getontop.com/contact
🛣️ Helping you to take advantage of all the wonders this world has to offer while you wander requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms is unclear or difficult to understand, please email us by email to 📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
These Terms of Service (“Terms”) form the basis of the legally binding contract between you (the “Subscriber”) and us.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO WANDERLUST, AS THESE TERMS ARE NON-NEGOTIABLE.
You will be informed if these Terms are updated pursuant to Section 8 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 9 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Let’s Begin! Wanderlust Overview 🎫🧳❤️🪂
Wanderlust means a strong desire to travel, to explore the world, to go anywhere, on a journey that can lead to the unknown, to something new. The freedom to wander and explore new sights and sounds while traveling for work or pleasure (or on workation!) is something that we care a lot about here at Ontop. We have carefully curated amazing benefits into an attractive package that maximizes your use of the Ontop Card. We want to make your longing for far-away places a reality, and that is where the Wanderlust Subscription Plan comes in.
Spend money through your Ontop Card, and get some of that money back to spend more. Are you using your Ontop Card to make purchases for travel, accommodation, ride transport, food and beverage, coworking spaces, streaming entertainment and much more? Get even more of that money back to spend on whatever else you want! You’ll even get exclusive access to support via mobile IM services so you are never out of range to get the help you need. We think it’s time to wander while you wonder at all the endless benefits you’ll receive along the way.
2. Who or What is That? 🙋
🧾 “Ontop Account” or the “Account” is the account that you need to create in order to use the Ontop Platform.
💳 “Ontop Card” is a digital prepaid card that Contractors can acquire through the Ontop Platform and top up by using their Ontop Wallet balance.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available on the Ontop website located at www.getontop.com, as well as through mobile apps available on Apple iOS, Android, among others.
💵 “Ontop Wallet” or the “Wallet” is an e-wallet platform available on the Ontop Platform to Contractors who have access to information on amounts receivable under the terms of their contract(s) with Client(s) (as defined below). Through the Ontop Wallet, Contractors may request that funds in their Ontop Wallet be transferred to their personal bank accounts via various available payment methods, including credit to the Ontop Card balance.
🛎️ “Ontop Services” are all the services offered by Ontop through the Ontop Platform, whether by use of the Ontop Card, Ontop Wallet or otherwise.
🎫🧳❤️ “Wanderlust” means the premium Subscription Plan and applicable features and benefits available under these Terms.
✒️📦 “Subscription Plan” means any subscription model plan where Subscribers pay a recurring fee to receive Cashbacks and other benefits related to their Ontop Card and/or Wallet spending.
👉👷♀️ “Subscribers”, “you”, “your” are the independent contractors (the “Contractors”) that use Ontop's worldwide remote working alternative solution that connects them with clients (the “Clients” 🏢), and who can subscribe to Wanderlust.
3. Access to Wanderlust 🎟️
3.1 If you have an Ontop Account on the Ontop Platform and are the holder of an active Ontop Card, you may receive an offer to subscribe to Wanderlust as a premium feature of the Ontop Card from within our Platform.
3.2 All amounts of fees relating to Wanderlust are stipulated in US Dollars (“Subscription Fee(s)” or simply “Fee(s)”).
4. Wanderlust Subscription Plan ✒️📦
Subscribers will be able to subscribe to the Wanderlust Subscription Plan offering them premium benefits, whose features are detailed in the table below:
4.1 Wanderlust Offer. Holders of the Ontop Card will be able to subscribe to the Wanderlust Subscription Package above, but subscription to Wanderlust is not required in order to have access to or use the Ontop Card. If you subscribe to Wanderlust, the applicable Fees will be deducted automatically from your Ontop Wallet balance, the same day the subscription is requested. . Upon acquiring Wanderlust, Subscribers will always start to enjoy the benefits on the next calendar day after the Subscription Fee has been charged, unless specified otherwise in an Ontop subscription offer. If you don’t have funds on your Ontop Wallet balance while subscribing to Wanderlust, the Subscription Plan won’t be activated and you will have to start the subscription process again once you have funds in your Wallet.
4.1.1 Yearly/Monthly Payment of Subscription Fee. Subscribers may choose to make advance payment of the Subscription Fee once a year at a discounted rate (“Yearly Billing Cycles”), rather than being charged for the Fees on a monthly basis (“Monthly Billing Cycles”). In such cases, you acknowledge and agree that you are aware of our refund policy, as per Section 4.8 below.
4.2 Credit to Ontop Card. Depending on availability of the services on our Platform, Subscribers will have access to automatic or manual Cashbacks. In the absence of automatic Cashback, the provisions relating to manual Cashback will apply.
4.2.1 Automatic Cashback. Our Platform may offer automatic Cashback that will be applied to a Subscriber’s Ontop Card balance immediately, depending on whether the specific vendor has been included in this feature. In the event of errors in the application of the automatic Cashback feature, we reserve the right to deduct from or add to the Subscribers Ontop Card or Ontop Wallet balance in order to perform the necessary corrections.
4.2.2 Manual Cashback. Manual Cashbacks are calculated once the monthly Ontop Card spending summary has been issued at the end of each month in relation to the day of the month associated with subscription to Wanderlust (“Cashback Cycle”). All benefits and bonuses listed below will be credited to the Subscriber’s Ontop Card balance after at least fifteen (15) calendar days of the end of the Cashback Cycle. Any corrections to automatic cashbacks will be made at the time of manual cashback. We may credit benefits and bonuses on a more frequent basis, at our sole discretion, but we make no guarantees or assurances in this regard.
4.3 Card Cashback Benefits. “Cashback Benefits” or "Cashbacks" are bonuses that can be credited to Subscribers’ Ontop Card balance, depending on the specific types of purchases made by Subscribers through their Ontop Card.
4.3.1 Purchases made with Ontop Card Cashback. We will credit the Subscriber’s Ontop Card balance in an amount corresponding to the percentage of Cashback under the relevant Subscription Package.
4.3.2 Cashback Benefits cannot be Combined. In those cases where Subscribers are entitled to a higher percentage of Cashback due to specific purchases promoted by the Subscription Package (e.g. coworking, ride and food/delivery app, streaming service or travel/accommodation purchases, among others), only the special Cashback rate will apply. For the avoidance of doubt, Cashback Benefits cannot be combined and/or used in conjunction with each other.
4.3.3 Cashback Cap. Monthly Cashback limits are established in the subscription terms of each Subscription Package. Under Wanderlust, the total Cashback (irrespective of Cashback rate) cannot be greater than the monthly limit.
4.3.4 Cashback Benefit Taxation. Cashback Benefits are usually seen as non-taxable because of their nature as a rebate. However, please consult with your tax advisor or accountant about the benefits received and if these are considered income in your jurisdiction and subject to reporting.
4.4 Emergency Cash Assistance; Lost Luggage. As a benefit to subscribing to Wanderlust, Subscribers will have access to emergency cash assistance in the event of lost luggage in domestic or international air travel (“Emergency Cash Assistance”). In order to be eligible for Emergency Cash Assistance, Subscribers will need to fulfill the following requirements: (i) purchase their air ticket with the Ontop Card as an active Wanderlust Subscriber; (ii) board the respective flight (no show is not eligible); (iii) file a complaint with the airline carrier in relation to the lost luggage; and (iv) the flight destination must be a different city from the Subscriber’s city of residence. Subscribers will be able to initiate a claim for Lost Luggage Assistance by filling out this form (“Claim”). Emergency Cash Assistance must be requested up to forty-eight (48) hours after the end of the flight in question, and Claims will be processed within up to one (1) business day. In the event that a Subscriber’s Claim meets the requirements for eligibility listed above, the Emergency Cash Assistance will be credited to the Subscriber’s Ontop Card balance once the Claim has been successfully processed. Emergency Cash Assistance is contingent upon an active subscription to Wanderlust throughout the Claim process.
4.4.1 Purpose of Emergency Cash Assistance. This Emergency Cash Assistance does not intend to transfer or shift the risk of loss from the Subscribers to Ontop. Emergency Cash Assistance provides temporary financial assistance to address urgent support in a time of need helping Subscribers to deal with the immediate inconvenience caused by a loss of luggage. Its purpose is to cover essential expenses such as purchasing essential clothing, toiletries, personal care items, and prescription medications due to unexpected inconveniences.
4.4.2 Emergency Cash Assistance is not Insurance Coverage. The Emergency Cash Assistance is limited to covering immediate expenses and is not intended to compensate for the actual value of the lost items or the luggage itself. In no event, Emergency Cash Assistance shall be deemed as indemnification for losses.
4.4.3 Discretion to Grant Emergency Cash Assistance. We reserve the right to approve Claims and grant Emergency Cash Assistance at our sole discretion, based on the documentation provided by a Subscriber in their Claim. The approval process is also subject to our internal policies and applicable laws.
4.4.4 Domestic and International Flights. Emergency Cash Assistance is available for domestic and international flights. Domestic Flights” means flights departing from and arriving within the Subscriber's country of residence. “International Flights” means flights departing from one country and arriving in another country, and flights within the same country other than the Subscriber's country of residence. Eligibility for Emergency Cash Assistance under this section is contingent upon the Subscriber's compliance with Section 4.4(iv) of these Terms.
4.4.4.1 Domestic Flights. If a Subscriber experiences loss of luggage during a Domestic Flight, they might be entitled to receive Emergency Cash Assistance amounting to $150 (One Hundred and Fifty US Dollars). This Emergency Cash Assistance is specifically intended as a temporary financial measure to alleviate the immediate inconvenience and to cover essential expenses arising from such loss, as set forth in Section 4.4.1 of these Terms.
4.4.4.2 International Flights. If a Subscriber experiences loss of luggage during an International Flight they might be entitled to receive Emergency Cash Assistance amounting to $250 (Two Hundred and Fifty US Dollars).
4.4.4.3 Temporary Nature of Coverage. In accordance with Section 4.4.1 of these Terms, the amounts of Emergency Cash Assistance described in Section 4.4.4.1 and 4.4.4.2 are specifically intended as a temporary financial measure to alleviate the immediate inconvenience and to cover essential expenses arising from such loss.
4.4.5 Exclusion. In no circumstance Emergency Cash Assistance shall be used to cover the actual value of the contents of the lost luggage, as set for in Section 4.4.2 of these Terms. Emergency Cash Assistance is not available if loss of luggage is due to the Subscriber’s negligence or failure to adhere to airline carrier policies.
4.5 Physical Ontop Card. Subscribers will be entitled to receive a physical version of the Ontop Card, subject to availability (“Physical Ontop Card”). Delivery times may vary depending on your location, but we will make all efforts to deliver the Physical Ontop Card in the shortest time period possible. We make no guarantees with respect to availability of the Physical Ontop Card in your region.
4.6 Charging for Subscription Fees. Once subscribed to Wanderlust, Subscribers will be automatically charged the Fees on a monthly basis if choosing a Monthly Billing Cycle, or on a yearly basis if choosing a Yearly Billing Cycle. The Fees will be deducted from your Ontop Wallet balance. The Subscription Fee will be charged on the last business day of the Monthly Billing Cycle or the Yearly Monthly Cycle, as applicable. If the first charge is unsuccessful, Ontop will attempt to charge the Subscription Fee within five (5) days from the first charge.
4.6.1 Automatic Cancellation for Lack of Funds. If the payment of the Subscription Fee is unsuccessful after the two attempts to charge the Subscription Fee as per Section 4.6 above, Ontop will automatically cancel the Wanderlust Subscription Plan. Automatic cancellation for lack of funds in the Subscriber’s Ontop Wallet balance will result in ineligibility to receive benefits, bonuses and/or special services for the Cashback Cycle(s) where the Subscription Fee to Wanderlust has not been paid.
4.7 Unsubscribing from Wanderlust or Changing Subscription Plan. In order to unsubscribe or change any Subscription Plans, Subscribers may click on the "Unsubscribe" button on the Ontop Platform (web or app), reach out to our live chat customer service, or write to cx@getontop.com at least five (5) calendar days before the date in which the Subscription Fee is charged every month, in order to ensure cancellation of Wanderlust at the end of that month or the application of the conditions of a new Subscription Plan on the following month.
4.8 Refund Policy. Subscribers will be entitled to a full refund within the first five (5) calendar days after the first charge of the Subscription Fee following signup for the Subscription Plan. In the event that you have chosen the Yearly Billing Cycle and wish to unsubscribe from your Wanderlust Subscription Plan before the end of the year, you will not be eligible for a refund. We do not provide cash refunds, and we reserve the right to provide credit for future Subscription Plan or the acquisition of other services provided by Ontop, at our sole discretion. We make no guarantees or assurances with respect to refunds, and any requests for refunds that you make will be assessed on a case-by-case basis.
4.9 No Multiple Subscriptions. Subscribers cannot be subscribed to more than one Subscription Plan at a time. Therefore, benefits cannot be combined and/or used in conjunction with one another.
4.10 Taxation of Benefits. Please consult with your tax advisor or accountant for the taxation of the benefits received and/or discounts provided through Wanderlust. It is possible that these are considered non-taxable income, due to their nature of being incentives or rebates. Such services rendered are a convenience to you, but in no way will Ontop include such purchases of services or products as expenses and thus non-taxable to you.
5. Other Terms Applicable to Wanderlust 📄
5.1 💻 B2C General Terms and Conditions. Any terms not covered by these Wanderlust Terms will be subject to the B2C General Terms and Conditions (“B2C T&Cs”). Any capitalized terms used that are not defined in these Terms will have the meaning ascribed to them in the B2C T&Cs.
5.2 🏋️💵 Worker Wallet Terms of Service. Wanderlust is subject to the terms of the Worker Wallet Terms of Service, especially with respect to the payment of Subscription Fees.
5.3💳 Ontop Card Terms of Service. Subscription to Wanderlust is conditional to the Subscriber possessing an Ontop Card, therefore the Ontop Card Terms of Service will also apply to these Terms.
5.4 ⚠️ Solicitation and Promotion Rule Disclaimer. By accepting these Terms, you acknowledge and agree that the offer to subscribe to Wanderlust is subject to our Solicitation and Promotion Rule Disclaimer.
6. Indemnification 💰
6.1 You agree to indemnify and hold Ontop (and its officers employees and agents) harmless, including costs and attorneys’ fees, from any and all claims, losses, liabilities, expenses or demands made by any third party due to or arising from (a) your use of the Services provided by Ontop, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, including any applicable tax laws or similar legislation in your jurisdiction. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.
6.2 Release. You hereby release and forever discharge Ontop (and its officers, directors, shareholders, employees, agents, subsidiaries, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, the Services.
7. Limitation of Liability ✋🛑
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (U.S. $10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Changes 🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Website and/or Platform. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of Wanderlust following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9. Governing Law and Dispute Resolution ⚖️
9.1 Governing Law. These Terms of Service will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
9.2 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE SUBSCRIBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER SUBSCRIBER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed as non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
10. Almost There! (AKA General) 🏁
10.1 Export Controls and Sanctions. You acknowledge that the Ontop Website, Platform, Wanderlust and/or any Ontop Services offered by Ontop may be subject to restrictions of the U.S. Government, including but not limited to export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (including the U.S. Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC (collectively, “U.S. Export Controls and Sanctions”), and the E.U Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”) and may be subject to other U.S., U.K. and foreign export or import regulations in other countries (“Other Applicable Export Laws”). You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ontop, or any products utilizing such data, in violation of the U.S Export Controls and Sanctions, Regulation 428/2009 and Other Applicable Export Laws.
10.2 Disclosures. Ontop is located at the address in Section 10.3 - Contact Information. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.3 📥 Contact Information:
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
Support: https://www.getontop.com/contact
🛣️ Giving you the freedom to borrow money when you need it to scale new heights requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms is unclear or difficult to understand, please email us by email to 📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
These Ontop Peak Terms of Service (“Terms”) form the basis of the legally binding contract between you (“you”, the “Borrower”) and Ontop Lending LLC (“Ontop”, the “Lender”). 🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING ONTOP PEAK SERVICES, AS THESE TERMS ARE NON-NEGOTIABLE.
You will be informed if these Terms are updated as described under Section 14 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 15 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Ontop Peak Overview 🌄🪂
The journey to reaching peak financial freedom is something that we care a lot about here at Ontop. We have designed Ontop Peak Services with care so that you can borrow money when you need it most. We all want to climb mountains and scale new heights, sometimes you need that extra push to reach the summit. That’s where Ontop Peak comes in. If you’re eligible, you can apply to borrow money with us. Once you’ve been approved, we’ll provide the necessary documentation to cover the loan transaction and the terms of repayment that work best for you. After everything has been signed, you will receive the credit directly into your Ontop Wallet balance! They always said the view was best from the top.
2. Who or What is That? 🙋
👛 “Borrower” means a Contractor who has been approved for a Loan under Ontop Peak and has entered into a Loan Agreement with Ontop Lending LLC.
🏢 “Client” means any individual or legal entity that engages Ontop in order to contract, onboard, make payments to, and/or manage its relationships with local and international independent contractors.
👉👷 “Contractor”, “you” and “your” is an individual or legal entity that performs services to Clients and receives payments from Clients through the Platform, who is eligible to engage Ontop Peak Services for the purposes of applying for and obtaining a Loan.
🤝💰 “Loan” means an amount of money you can request from us in exchange for the repayment of the amount over a fixed period of time and subject to the payment of interest.
🤝💰📃 “Loan Agreement” means the agreement between us (as Lender) and you (as Borrower), establishing the terms and conditions of a specific Loan, including its Schedules and Exhibits.
🤝💰📝 “Loan Summary” means the document that summarizes the disclosure of material loan information contained in a Loan Agreement.
🔛🔝 “Ontop,” “Lender,” “us,” “our,” and “we” means Ontop Lending LLC, a US limited liability company organized under the laws of the State of Delaware.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available via login through the website located at www.getontop.com, as well as through mobile apps available on Apple iOS, Android, among others.
🏔️🛎️ “Ontop Peak Services” or the “Services” are the services under these Terms, with respect to Borrowers requesting Loans from the Lender, subject to repayment of the Loan over a fixed period of time and the payment of the applicable fees and/or interest.
💵 “Ontop Wallet” or “Wallet” is an e-wallet available on the Ontop Platform to Contractors who have access to information on amounts receivable under the terms of their contract(s) with Client(s). Through the Ontop Wallet, Contractors may request that funds in their Ontop Wallet be transferred to their personal bank accounts via wire transfers, ACH payment processing environment, and/or other available payment methods.
📄 “Terms” means these Terms of Service for the Ontop Lend Services.
👑👩💼 “Politically Exposed Person” or “PEP” means any individual connected to any prominent public functions, as well as their immediate family members and close associates.
🙅♂️ “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of State, or by the United Nations Security Council, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).
3. How does Ontop Peak work? 🤷⚙️
3.1 Eligibility. You can request for a Loan under Ontop Peak if you are a Contractor hired directly by Clients or Ontop through the Ontop Platform. To be eligible as a Borrower, you must be: (i) age 18 or older; (ii) receive payments from Clients or Ontop in their Ontop Wallet on a regular basis; and (iii) have an active contract on the Ontop Platform for at least two (2) months before requesting a Loan. Ontop Peak is not available for hourly-rate or results-driven work-based contracts.
3.2 Loan Amount. The maximum amount you can request for a Loan is up to the total amount of your monthly compensation under your contract with Clients or Ontop. You can only have one (1) outstanding Loan under Ontop Peak, and to be eligible for a new Loan, you must have repaid the full balance of your prior Loan.
3.3 Loan Application. Contractors can apply for a Loan by signing up for Ontop Peak and filling out all of the required information. Ontop may request additional information if needed. Ontop reserves the right to review the Contractor’s history, background checks, and any information provided for the purposes of due diligence and compliance, in accordance with our Privacy Policy, as mentioned in Section 9.2 below. We reserve the right to perform additional background checks as necessary. All applications will be considered in an impartial and non-discriminatory way, as required by the applicable regulations.
3.4 Availability of Funds. Subject to your approval as a Borrower and your execution of the Loan Agreement, we will credit the Loan amount into your Ontop Wallet balance within a reasonable time period. Notwithstanding the above, all Loans shall be consummated pursuant to Section 5 - Consummation below.
3.5 Repayment of Loan. You undertake to repay the Loan to Ontop and represent and warrant that you have the means to make repayment within the term of your Loan with us. We will deduct the Loan’s outstanding balance from your compensation as Contractor to be received from a Client or Ontop through the Ontop Platform. In the event of cancellation for any reason of your contract at the Ontop Platform, you agree and acknowledge that Ontop shall have the right to deduct the full outstanding balance of a Loan from any and all remaining compensation to be paid to the Contractor. Contractor agrees to inform Ontop in advance of any and all changes to its contract with or for the benefit of the Client, especially with regard to termination prior to repayment of a Loan.
4. I got approved for a Loan! What are the Loan documents? 🤝💰📑
4.1 Loan Summary. The material terms and conditions of your Loan will be included in your final Loan Summary, which discloses all the material terms applicable to your Loan (“Loan Summary”) or the Loan Agreement.
4.2 Loan Agreement and Promissory Note. To document the Loan transaction and to the extent you’ve been approved, we will enter into a Loan Agreement with you (as Borrower), which will incorporate these Terms by reference. The Loan Agreement will include a promissory note as collateral for the Loan (“Promissory Note”). In the event of a conflict, contradictions, discrepancy, or inconsistency between these Terms and the Loan Agreement, the terms of the Loan Agreement will prevail.
4.3 Terms Specific to Loan Agreement. All other material terms of your Loan not covered in these Ontop Peak Terms will be included in the Loan Summary or the Loan Agreement. You agree and acknowledge that any preliminary Loan disclosures made to you prior to the disbursement of Loan proceeds may be revised based on the actual initial principal balance of the Loan. All Loans are fully-amortized, unsecured, closed-end loans for the term stated in your Loan Summary and Loan Agreement. Your obligations, including your obligation to repay principal and interest, are set forth in the Loan Summary and the Loan Agreement. Other fees (if any) and terms of the Loan will also be set forth in the Loan Agreement. All payments are to be applied to your obligations as we determine in our sole discretion, except to the extent applicable law requires that we apply for payments in a specific manner.
4.5 Entire Terms of Loan. If you request a Loan from us, and if that request results in a Loan that is approved and funded, then your loan will be governed by these Ontop Peak Terms, the Loan Summary, the Loan Agreement and the Promissory Note (collectively, the “Loan Terms”). The applicable terms and conditions to your Loan will be the version of these Ontop Peak Terms and the Loan Agreement in effect at the moment when you make a Loan request, and any separate Loan would be governed by the version of the Ontop Peak Terms, the Loan Agreement and the Promissory Note in effect at the moment of making such other loan request.
5. Consummation ✅
You acknowledge and agree that you are not obligated under the terms and conditions of the Loan Agreement, and the Loan transaction between you and us is not completed (i.e. consummated) until your Loan has been funded in your Ontop Wallet. You acknowledge that we are materially relying upon this understanding in undertaking the potential issuance of your Loan.
6. Use of Loan Proceeds 💱
You agree that you will not use any Loan proceeds to fund any illegal activity or any other activity or use not otherwise allowed under any of these Ontop Peak Terms or any of the terms applicable to any Ontop Service.
7. Representations 🖐️
You further acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide to us and all representations you make to us. And that representations about your status as a Politically Exposed Person or Sanctioned Person are material to these Ontop Peak Terms and the Loan Agreement.
8. Source of funds ⛲
For the avoidance of doubt, any and all funds advanced or Loans made to Contractors shall be sourced exclusively from Ontop funds. This amount is wholly separate and independent from funds transferred from Clients for the purposes of payment to Contractors for service fees and/or compensation.
9. Other Terms Applicable to Ontop Peak 📄
9.1 💻 Ontop Platform Terms of Service. In order to apply for Ontop Peak Services, you need to be a Contractor with an Ontop Account on our Platform and receive payments via the Ontop Wallet. As such, the Ontop Platform Terms of Service, available at www.getontop.com/legal/terms-of-service, shall govern your access to Ontop Peak Services and supplement these Terms when silent, especially with respect to Intellectual Property ©, the Ontop Wallet 💵, Prohibited Uses 🚫, as well as Prohibited and Restricted Activities 🚫🚦, Export 📦, among others.
9.2 🤝💰💼 Loan Documents. In the event that the Borrower takes out a Loan with us, the transaction will be covered by the (i) Loan Agreement; (ii) Loan Summary; (iii) Promissory Note; and (iv) any other addenda or exhibits to the aforementioned loan documents (“Loan Documents”). The templates of the Loan Documents are attached to these Terms as Exhibit A - Loan Document Templates.
9.3 🔐 Privacy Policy. The data and/or information you provide when requesting a Loan is governed by our Privacy Policy. The Privacy Policy provides information on how we collect, process, use, retain, and disclose personal data and/or other information that we receive from you. Please make sure to familiarize yourself with our Privacy Policy at www.getontop.com/legal/privacy-policy.
9.4 🧺 AML Policy. Your access to Ontop Peak Services and the conditions of your Loan is subject to our anti-money laundering policy (“AML Policy”). You can access our AML Policy manual at www.getontop.com/legal/anti-money-laundering-aml-policy-manual.
10. Indemnification 💰
10.1 You agree to indemnify, defend, and hold Ontop, its affiliates, affiliates’ directors, shareholders/members, officers, employees, agents, successors, and assigns (collectively, “Ontop Indemnified Parties”) harmless, for, from, and against any and all third-party claims or causes of action, lawsuits, demands, litigation, and arbitration against any Ontop Indemnified Parties, and any resulting damages, losses, liabilities, settlements, costs, expenses, or fines (including legal costs and attorneys’ fees), from any and all claims or demands made by any third party due to or arising from (a) your use of the Services provided by Ontop, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions, and/or proceedings when we become aware of them.
10.2 You hereby release and forever discharge Ontop (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
11. Disclaimers ⚠️
11.1 ONTOP (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE ACCURATE, COMPLETE, OR RELIABLE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11.2 THE INFORMATION CONTAINED IN ANY COMMUNICATIONS RELATING TO ONTOP PEAK SERVICES SHALL NOT BE REGARDED AS AN OFFER, SOLICITATION, PROMOTION, OR ADVERTISEMENT OF ANY FINANCIAL SERVICES (INCLUDING, BUT NOT LIMITED TO MONEY TRANSFER SERVICES) IN ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION, PROMOTION, OR ADVERTISEMENT IS NOT PERMISSIBLE UNDER THE APPLICABLE LOCAL LAW(S). IF YOU ARE IN A COUNTRY OTHER THAN THE UNITED STATES OF AMERICA, WE WILL ONLY PROVIDE YOU WITH ANY SERVICES THROUGH ONTOP PEAK SERVICES COMMUNICATIONS IN THOSE CASES IN WHICH YOU ASK US TO PROVIDE THE SERVICES OF YOUR OWN FREE WILL AND INITIATIVE. IN SUCH CASES, THE SERVICES ARE PROVIDED BY ONTOP LENDING LLC. AND ITS AFFILIATES IN THE UNITED STATES OF AMERICA AND NOT IN YOUR COUNTRY OF RESIDENCE.
12. Limitation of Liability ✋🛑
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (U.S. $10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
13. Term and Termination ⏳✂️
13.1 Term. These Terms will remain in full force and effect for as long as you use Ontop Peak Services.
13.2 Survival. Any of the provisions hereunder which by their nature are meant to survive the expiration or early termination of these Terms for any reason will remain in effect.
14. Changes 🔀
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by emailing the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our website. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
15. Governing Law and Dispute Resolution ⚖️
15.1 Governing Law. These Terms of Service will be governed and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
15.2 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and the requested relief. A Notice to Ontop should be sent to: 66 West Flagler St, STE. 900 Miami, Fl 33180 United States. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. The arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence unless you reside outside of the United States and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d)Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e)Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis as a judge in a court of law. The award of the arbitrator is final and binding upon you and Ontop.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed as non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.
16. E-Signatures and Legal Notices 🔏
16.1 You agree that any signature or other electronic symbol or process attached to, or associated with a contract, Tax Form, certificate, or other documents between Client and Ontop, Client and another User or Contractor and Ontop with the intent to sign, authenticate or accept the terms of any such contract, Tax Form, certificate, or other document and any contract formation or record-keeping through electronic means relating to the Services, will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and Client or Contractor hereby waive any objection to the contrary.
16.2 You consent that we may provide notice to you under these Terms electronically, and you understand that this consent has the same legal effect as a physical signature. You can use our secure e-sign functionality to execute agreements. We have no responsibility or liability with respect to the content, validity, or enforceability of any document, nor are we responsible or liable for any matters or disputes arising from the documents. We make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. Under applicable US state and federal laws, electronic signatures are not enforceable on some documents. It is your responsibility to consult with an attorney to determine whether a document will be enforceable if it is electronically signed via the e-sign service.
16.3 We may provide notices regarding activity and alerts to you electronically through your account, email, and via text or SMS to the contact information you provide us with. We will send notices affecting payment and these Terms through your account or via email, and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
16.4 We may send notices to your mobile phones through text or SMS to the phone numbers you provide us with. These notices may include alerts about the Services, contracts, Tax Forms, invoices and other documents. You may choose not to receive certain notices via text or SMS, but this will limit the use of certain Services.
16.5 You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
17. Almost There! (AKA General) 🏁
17.1 🗣️ Feedback. If you submit, whether orally or in writing, or provide Ontop with any feedback, suggestions, or recommended changes regarding the Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), you hereby assign us any and all rights, title, and interest in and relating to such Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained therein, and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any and all Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not send us any information or ideas that you consider to be confidential or proprietary.
17.2 Disclosures. Ontop is located at the address in Section 19.9 - Contact Information. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
17.3 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not be constituted as a waiver of such right or provision. The section titles used in these Terms are for convenience only and have no legal or binding effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship with Ontop is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and your rights and obligations hereunder may not be assigned, subcontracted, delegated or otherwise transferred by you without Ontop’s prior written consent, and any attempted assignment, subcontracting, delegation, or transfer in violation of the foregoing will be null and void. Ontop may freely assign these Terms to other companies or affiliates of Ontop Holdings Inc. (“Ontop Group”), whose provisions shall be binding upon assignees.
17.4 📥 Contact Information:
Address: 66 West Flagler St, STE. 900 Miami, Fl 33180 United States
Email: lending@getontop.com
EXHIBIT A - LOAN DOCUMENT TEMPLATES
The following terms constitute our “Acceptable Use Policy” (this “Policy”).
Any capitalized terms used in this Policy will have the meanings ascribed to them in our B2B General Terms and Conditions (“B2B T&Cs”) and B2C General Terms and Conditions (“B2C T&Cs”), as applicable.
1. Acceptable Use Policy ✅
You agree not to use our Website and/or Platform to collect, upload, transmit, display or distribute any User content that would constitute uses and/or activities listed under Section 2.1 - Prohibited Uses and/or Section 3.1 - Prohibited Activities below.
In addition, you agree not to:
(i) upload, transmit, or distribute to or through our Website and/or Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;
(ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise through our Website and/or Platform;
(iii) use our Website and/or Platform to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent;
(iv) interfere with, disrupt or create an undue burden on servers or networks connected to our Website and/or Platform, or violate the regulations, policies or procedures of such networks;
(v) attempt to gain unauthorized access to our Website and/or Platform (or to other computer systems or networks connected to or used together with the Website and/or Platform), whether through password mining or any other means;
(vi) harass or interfere with any other user’s use and enjoyment of our Website and/or Platform; or
(vi) use software or automated agents or scripts to produce multiple accounts on our Website and/or Platform, generate automated searches, requests or queries to strip, scrape, or mine data from our Website and/or Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from our Website and/or Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
2. Prohibited Uses; Prohibited or Restricted Countries/Jurisdictions 🚫⛔🗺️
2.1 Prohibited Uses. If we determine that a User of our Website, Platform and/or Services violates the prohibited uses under this Policy, we may suspend access and/or close an Account without prior notice to you. The list of prohibited uses is as follows:
2.2 Prohibited or Restricted Countries/Jurisdictions. The use of our Platform and/or Services is not permitted in sanctioned territories such as Cuba, Syria, North Korea, Iran and the Crimea region of Russia/Ukraine as well as further "Covered Regions" of the Ukraine. We reserve the right to further determine restricted regions for access and/or use of our Platform and/or Services, at our sole discretion and from time to time.
3. Prohibited and Restricted Activities 🚫🚦
3.1 Prohibited Activities. If we determine that the use of our Platform and/or Services (including the content of a contract) violates our B2B T&Cs, B2C T&Cs, or the Prohibited Activity List below, we may suspend or close your Account and/or remove the contract from our Platform without prior notice. Contracts removed from our Platform may not be edited or restored. The list of prohibited activities is as follows:
3.2 Restricted Activities. The following restricted activity list is subject to enhanced due diligence (“EDD”) and anti-money laundering (“AML”) compliance procedures, which may be permitted to engage our Services, depending on the outcome of our compliance assessment:
3.3 Updates to Prohibited and Restricted Activities. We reserve the right to update, modify and otherwise alter, at our sole discretion, the criteria we adopt in applying the prohibited and restricted activity lists above and making use of risk-based assessments in our KYB and KYC processes, as well as in carrying out EDD and AML compliance procedures. The activities that we consider to be prohibited and/or restricted include, but are not limited to the activities listed under Sections 3.1 and 3.2 above.
3.4 Prohibited Contract Terms. If by any means we determine that you may be engaging in or have engaged in conduct and/or activities in violation of this Policy, your access to our Platform and/or Services may be terminated immediately and/or your Account blocked, at our sole discretion. If your Account is terminated or blocked in such circumstances, we are under no obligation to refund any funds to you linked to your Account and you will not be able to access or modify contracts through our Platform.
4. Policy Enforcement 👮🚨
4.1 Enforcement. We reserve the right (but have no obligation) to review your use of our Platform, including the content of any contract, payments to Ontop, Clients, Workers and third parties, Ontop Wallet and Ontop Card transactions, results of background checks and regular due diligence, and to investigate and/or take appropriate action against you at our sole discretion if you violate this the Acceptable Use Policy or any other provision of our B2B T&Cs or B2C T&Cs (as applicable) or otherwise create liability for us or any other third party. Such action may include removing or modifying your content, terminating your Account in accordance with this Policy and/or reporting you to law enforcement authorities.
4.2 AML/BSA Policy. This Policy is subject to the terms of our Anti-Money Laundering and Bank Secrecy Act Policy (“AML/BSA Policy”). Any use of our Platform or services in violation of our AML/BSA Policy will be considered a violation of this Policy.
The information available on our Website or Platform will in no way be characterized as a legal opinion or legal concept for the purpose of hiring independent contractors, service providers or employees. We're not lawyers, and our team doesn't provide legal advice. The documents we offer are just examples, not substitutes for professional legal guidance. We can't offer legal services or create attorney-client relationships. While your communications with us are private, they aren't protected by attorney-client privilege.
We're not allowed to give advice on legal matters or recommend specific actions. Our Platform helps you generate agreements, but we don't check them for legal accuracy or offer personalized legal advice. It's important to consult a qualified attorney for legal help. While we strive to provide accurate information, laws change, and legal situations vary. We can't guarantee the information on our site is always up-to-date or applicable to your specific situation.
The information provided on our Website is provided to you for marketing and informational purposes only, and in no way constitutes legal or financial advice. Decisions regarding employment or legal strategies should be made with adequate financial, legal or human resources advisors. We make no representations regarding the accuracy or completeness of the information contained on its website, platform or software. Ontop advises that you consult with legal and financial counsel prior to any use of our Services, and you acknowledge and agree that you have been provided with adequate opportunity to consult with such counsel.
We disclaim any liability arising from your usage of any of the information contained in our Website or Platform. We are not liable for any losses, damages or claims of any nature whatsoever arising from your use of our Website or Platform. All materials and Services described on our Website or provided through our Platform, will be available "AS-IS" and with no warranties whatsoever. You will also hold us harmless from any claims arising from such materials.
Any capitalized terms that are not defined in this General Disclaimer will have the meanings ascribed to them in the B2B T&Cs.
🧮 Providing clarity about tax responsibilities is something that we care a lot about here at Ontop. As a Contractor, you have the freedom and independence to work on your own terms, but those liberties come with duties and responsibilities that you must be aware of. We are committed to making your path as simple and transparent as possible. If you feel that anything in this Disclaimer is unclear or difficult to understand, please email us by email to 📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
🎼 Note: The definitions used here follow those made in our 💻 Ontop Platform Terms of Service.
1. You are responsible for declaring and paying your own taxes 🖐️💰🚖
As a Contractor, you are solely responsible for all the tax obligations relating to the services you provide, including but not limited to your duty to declare and pay your taxes. This may include declaring local and foreign income and/or foreign assets, declaring and paying for value added tax (VAT) or other service taxes, in addition to providing information to the local tax authorities. We will not deduct, withhold, or pay social security tax, withholding tax or any other taxes on your behalf, whether in connection with the services you provide to Clients on our Platform or otherwise.
2. You may need to transfer or declare funds in your Ontop Wallet ↪️🖐️💵
Through our Platform, you have access to the Ontop Wallet where you can receive payments for the services you provide to Clients. We have fulfilled our obligation as a payment agent and/or contracting party as soon as your compensation or its equivalent in United States Dollars (USD) is credited to your Ontop Wallet balance.
Depending on your specific tax residence, you may have the legal obligation to declare the receipt of funds in your Ontop Wallet to the local tax authority (1) as soon as it is credited to your balance or (2) at the time of filing your tax returns. You may also be required to transfer funds from your Ontop Wallet to your local bank account by the regulatory authorities in your jurisdiction.
Your Ontop Wallet may be considered a foreign asset by the local tax authorities, in which case you will have the obligation to declare and pay the applicable tax rate at the monetary value of the asset.
We do not accept any responsibility for making tax declarations relating to the Ontop Wallet, and we are not liable for the lack of tax declarations or fines that may arise as a result.
3. You should always consult your local tax advisor 🚖💼
Receiving payments as an international remote worker poses certain challenges from a tax perspective, especially with regards to local tax rules and regulations. Always make sure to consult your local tax advisor to guide you through the process and ensure that you are compliant with the law, whether that person is an accountant, consultant, lawyer or otherwise. Any information that we at Ontop provide you is for convenience only and should not be considered legal or tax advice.
1. Argentina
If you receive compensation from abroad that exceeds the amount of USD $12,000 in a given calendar year, you will be solely responsible for complying with mandatory repatriation and conversion regulations, which require the conversion of said compensation to Argentinian Pesos and transfer to Argentinian territory, within five (5) days from the receipt of the funds (as of 2022).
Your Ontop Wallet may be considered a foreign asset by the local authorities, in which case you will have the obligation to declare and, if you exceed the non-taxable amount limit, pay the applicable tax rate levied on the monetary value of the asset.
2. Brazil
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Brazil must be declared to the local tax authorities.
Depending on the amount of money that you keep in your Ontop Wallet, you may be required to make an annual declaration of foreign assets to the Brazilian Central Bank (BACEN - Banco Central do Brasil).
3. Colombia
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Colombia must be declared to the local authorities.
Depending on the amount of money that you keep in your Ontop Wallet, you will be required to declare it annually to the Colombian Tax Authority (DIAN - Dirección Nacional de Impuestos y Aduanas Nacionales) as a foreign asset on the Foreign Assets Return form.
4. Ecuador
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Ecuador must be declared to the local tax authorities.
Due to the 2022 temporary regulation on foreign assets your Ontop Wallet may be considered a foreign asset by the local authorities, in which case you will have the obligation to declare and pay the applicable tax rate levied on the monetary value of the asset. Since it is temporary, this regulation is subject to change.
5. El Salvador
Any income sourced in El Salvador and received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in El Salvador must be declared to the local tax authorities.
6. India
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in India must be declared to the local tax authorities.
Your Ontop Wallet may be considered a foreign asset by the local authorities, in which case you will have the obligation to declare and pay the applicable tax rate levied on the monetary value of the asset.
7. Mexico
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Mexico must be declared to the local authorities.
8. Peru
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Peru must be declared to the local authorities.
9. United States
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in the United States must be declared to the local tax authorities.
10. Venezuela
Any income received through the Ontop Wallet as compensation for the services you have rendered as a Contractor with tax residence in Venezuela must be declared to the local authorities.
🪙 At Ontop, we are committed to providing our Contractors with clear and transparent information so that you understand your obligations in managing your own crypto assets. If you feel that anything in this Disclaimer is unclear or difficult to understand, please reach out to us at📥 legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
🎼 Note: The definitions used here follow those made in our 💻 Ontop Platform Terms of Service.
1. Definition and Scope 🪙🔭
Cryptocurrency, or simply “crypto”, is a digital currency in which transactions are verified and records maintained by a decentralized system using cryptography, rather than by a centralized authority. The disclaimers below apply to all Contractors who choose to transfer funds from the Ontop Wallet to any form of crypto.
2. No Investment Advice ❌📈
Cryptocurrencies can be complex and require a certain level of understanding. Ontop is not responsible for helping you navigate this complexity. Any information provided by Ontop in relation to crypto does not constitute investment advice, financial advice, trading advice, or any other sort of advice, but rather general information.
If you are unsure about how to handle your crypto assets, we recommend consulting with a financial advisor and conducting your own due diligence before making any crypto investment decisions.
3. Crypto Transactions 🪙💱
3.1 Accuracy of Transaction Information. It is your responsibility to request a transfer of the amount held in your Ontop Wallet to your own crypto account or wallet. You must provide us with the correct crypto wallet information in order for the transfer to be successful. You are solely responsible for reviewing all transaction information. We are not responsible for any incorrect crypto transactions, including but not limited to incorrect wallet addresses or insufficient funds in your Ontop Wallet.
3.2 Executed Crypto Transactions are Unalterable. Once a crypto transaction is made, it cannot be undone or refunded. It is permanently recorded in a blockchain ledger. Please make sure to double-check all information before making any crypto transfer requests, since they are irreversible.
3.3. Tax Responsibility for Crypto Transactions. You are solely responsible to determine which taxes apply to your crypto transactions, if any. We are not responsible for determining the taxes that apply to your crypto transactions.
3.4. Crypto Transaction Fees and Price Fluctuations. You are solely responsible for the fees applicable to crypto transactions from the Ontop Wallet. These fees may be deducted from the final amount receivable in the crypto transaction. Similarly, you are also responsible for any fluctuations in crypto prices and potential losses that may arise.
3.5 Regulated Institutions; Wallet Management. We use regulated institutions as partners for crypto transactions. We are not responsible for securely managing your crypto wallet and your crypto assets.
Information contained in this communication should not be regarded as an offer, solicitation, promotion, or advertisement of any financial services (including money transfer services) in any country where such offer, solicitation, promotion, or advertisement is not permissible under applicable local law(s). If you are in a country other than the United States of America, we will only provide you with any services through this communication where you ask us to provide the services on your own exclusive initiative. In those cases in which we provide you with any services on the aforementioned basis, such services are provided by Ontop Holdings Inc. and its affiliates in the United States of America and not in your country of residence.
🛣️ The protection of your personal data and information is something that we care a lot about here at Ontop. We are committed to making our data privacy practices as simple and transparent as possible. If you feel that anything in this Privacy Policy is unclear or difficult to understand, please let us know by sending us an email to 📥legal@getontop.com. We are truly concerned in constantly improving your legal experience and welcome your feedback.
You can read a brief summary of our Privacy Policy in our Privacy FAQ: www.getontop.com/legal/privacy-faq.
To make a Personal Data Request, please visit our Ontop Privacy Center.
1. Privacy Policy Overview 🪂🔐
We recognize the need for appropriate protection and management of the personal data and information you share with us. This privacy policy (“Privacy Policy”) will help you understand the personal data that we collect from you, what we use the data for and the choices you have regarding our use and collection of personal data and information.
2. Who or What is That? 🙋
🎮 “Controller” means a person or entity that, alone or jointly with others, determines the purposes (i.e. “why”) and means (i.e. “how”) of the Processing of Personal Data.
🍪 “Cookies” are small text files sent to your computer for record-keeping purposes and this information is stored in a file on your computer’s hard drive. A persistent cookie retains user preferences for a particular website allowing those preferences to be used in future browsing sessions and remains valid until its set expiry date (unless deleted by the user before the expiry date). A temporary cookie, on the other hand, will expire at the end of the user session, when the web browser is closed.
🏢 “Client” means any individual or legal entity that engages Ontop in order to contract, onboard, make payments to and/or manage its relationships with local and international independent contractors.
🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available via login through the Ontop Website, as well as through mobile apps available on Apple iOS, Android, among others.
🛎️ “Ontop Services” or the “Services” are the services available to users of the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with local and international independent contractors.
🌐 “Ontop Website” or the “Website” means the website located at www.getontop.com.
📊 “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”).
🔄 “Process” and “Processing” means any operation or set of operations which are performed on Personal Data, whether or not by automated means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure or dissemination, erasure, deletion or destruction. “Processor” means a person or organization that engages in Processing.
💼 “Representative” means an individual who (i) acts on behalf of, or is employed by, a Customer, including, a Customer’s employees, agents, and representatives, (ii) acts on behalf of a Service Provider (as defined below), including a Service Provider’s employees, agents, and representatives, (iii) acts on behalf of a business partner, including a business partner’s employees, agents and representatives or (iv) otherwise interacts with us in any manner, for example through our Website, Software Platform or uses our Services (all as defined below), in any manner whatsoever.
🛎️🫴 “Service Provider” means a supplier, subcontractor, vendor or other third party who provides services to us.
3. Scope of Application🔭
This Privacy Policy addresses the privacy rights of individuals who:
● visit our Website, use our Platform and/or engage our Services;
● interact with us on behalf of a Client in connection with the provision of our Services;
● interact with us on behalf of a Service Provider in connection with the products and services that our Service Provider provides to us;
● interact with us on behalf of a business partner in connection with our relationship with the business partner;
● apply to work with us;
● receive marketing communications from us; and/or
● interact with us by registering for, attending and/or otherwise taking part in our trade events, webinars, or conferences or who communicate with us via email, phone, or in-person.
By visiting our Website, using our Platform and/or engaging our Services, you are accepting and consenting to the practices described in this Privacy Policy.
4. Personal Data We Collect 🧺
We collect and Process the following categories of Personal Data from Customers, Service Providers, business partners, Representatives, Website Visitors, prospective employees, individuals that receive marketing communications from us and individuals that interact with us by registering for, attending and/or otherwise taking part in our webinars or conferences or who communicate with us via email, phone or in person, in each case to operate its business for the specific purposes identified below.
Contact and Account Data. The personal details provided when users sign up to our Service. This includes the user's name, e-mail address, telephone number, address, job title and password, organization (if a legal entity), and other ways for us to contact you.
Information about user transactions. Details about the transactions you carry out and the payments to and from your accounts with us.
Payment Information. If payment for our Services is made via credit card, this may include the card number, expiration date, security code and billing address. If payment is used via (international) wire transfer, this may include the name and bank code, branch name and number, account number, IBAN and/or SWIFT code, among others. If payment is made via eWallet services (e.g. PayPal, Payoneer, etc.), this may include the account username, e-mail address or any other information that identifies the relevant user account or digital wallet. If payments to us are made via third-party payment processing platforms, these third parties will collect your Personal Data related to such payments and we will not retain this information. In such cases, the third party’s privacy policy will apply.
Data and Information Provided in IM Chats. To serve our users better, we make instant messaging (IM) tools available to our users. Any Personal Data or information provided via this medium will be collected and stored.
Biographical Data. Details about you that are stored in documents in different formats, or copies of them. This could include things like (without limitation) data contained in your passport, national ID, social security or any other identification documents. For the purposes of background checks, third parties may collect selfie photos and/or videos that run facial recognition software for identity verification.
Personal Data Provided by Telephone. We have customer service agents available to speak with our Customers 24/7. Calls may be recorded and any Personal Data and/or information provided over the telephone, including payment information, will be collected and stored.
Other Data and/or Information. We collect any other Personal Data and/or information you choose to provide to us through any and all available channels, participating in user/customer surveys or otherwise visiting and interacting with our Website and/or Software Platform.
5. Non-Personal Information 📢
We may also collect information that is related to you but that does not personally identify you. Non-personal Information also includes data that could personally identify you in its original form, but that we have modified (e.g. by aggregating, anonymizing, or de-identifying such information) in order to remove or hide any characteristics that may lead to your identification.
6. How We Use Personal Data 📊
We use Personal Data in the following cases:
● For our business transactions, including but not limited to entering into contractual agreements with you, responding to your inquiries and fulfilling your requests, sending administrative information to you, such as information regarding the Service to complete any requests to enter into and manage customized contracts and international payroll, performing quality controls and customer satisfaction activities. This use is necessary for our performance of the Service to you.
● In order to communicate with you in connection with our marketing initiatives or user and/or customer surveys. We may use any information you choose to submit in response, and we will communicate with you, provided that you give us your consent to being contacted in this way at the time you provide us with the Personal Data.
● For security purposes, included but not limited to our protection, as well as that of our employees, suppliers, contractors, Customers or platforms.
● For legitimate business interests, including but not limited to addressing complaints you make, to manage our Website and Software Platform, to better understand how visitors interact with our Service and ensure that our Website and/or Software Platform is displayed in the most effective manner from your computer/device.
● For appropriate legal reasons, such as complying with legal and regulatory requirements, carrying out background checks (KYC processes), responding to requests from public and government authorities, regulators, including those outside your country of residence, enforcing our Terms of Service (http://34.205.69.217/terms-and-conditions/) and this Privacy Policy, protecting our operations, rights, privacy, safety or property, as well as in order to allow us to pursue available remedies or limit damages that we or other third parties may incur.
● For internal business reasons, we may anonymize, aggregate and de-identify the data that we collect and use such data for our own internal business purposes, including but not limited to sharing it with our current and prospective Customers, business partners, our affiliated businesses, agents and other third parties for commercial, statistical and/or market research purposes, for example to allow those parties to analyze patterns among groups of people, and conducting research on demographics, interests and behavior.
● For marketing and events-related communications, included but not limited to those related to our products and services, inviting you to participate in events, surveys or otherwise communicating with you for marketing purposes, pursuant to the requirements for consent under the applicable law: (i) when you consent to said communication; (ii) when it is in Ontop's legitimate interest; and (iii) increasing efficiency in the fulfillment of our legal and contractual duties.
● For reasons you have previously consented to.
7. With Whom We Share Collected Personal Data 📲
Vendors and Service Providers. We may disclose Personal Data about you and/or other information you provide us to vendors, suppliers and Service Providers we retain in connection with our business, including but not limited to website hosting, data hosting, data analysis, order fulfillment, information technology and related infrastructure services, customer service, email delivery, tax and financial advisers, legal advisers, accountants or auditors.
Merger or Acquisition. We may disclose Personal Data collected about you and/or other information you provide us to a third party who acquires any part of our business, whether such acquisition is by way of merger, consolidation, divestiture, spin-off, or purchase of all or a substantial portion of our assets.
Disclosure Permitted by Law. We may disclose Personal Data collected about you and/or other information you provide us to law enforcement authorities, government or public agencies or officials, regulators, and/or to any other person or entity having appropriate legal authority or justification for receipt of your Personal Data and/or other information, if required or permitted to do so by law or legal process, in order to respond to claims, protect our rights, interests, privacy, property or safety, as well as those of our shareholders, employees or contractors.
8. Communications 🗣️
We may contact you with newsletters and other marketing information that may be of interest to you. You may opt out of receiving any or all of these marketing communications from us at any time, by clicking on the unsubscribe link or instructions provided in any email we send or by contacting us. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications.
9. Cookies + Other Web Technologies 🍪
Our Services may use persistent and temporary Cookies and similar technologies.
Information collected through the use of Cookies includes, but is not limited to user login information and time zone setting.
We use Cookies for several purposes, including but not limited to: (i) to improve the user experience, (ii) to collect anonymous and aggregated statistical data about users’ visits to our Website, Software Platform and/or use of our Services. We use this data to analyze how our Service is used and how to improve it, and we may use said data to advertise third-party products online.
Unless you set up your internet browser not to accept Cookies, it will accept the use of them. You can always disable Cookies in your browser’s preferences even if you have consented to the use of Cookies in the past. You may also delete Cookies stored on your computer at any given time. Please note that disabling Cookies may negatively impact your online experience with our Service and prevent you from logging in to our Website.
We use analytics tools to help us get a better understanding of how visitors use our Website and Platform. The information generated by these Cookies about users of our Service is transmitted to and stored by those analytics tools.
10. Information Security 🏰
The security of your Personal Data is extremely important to us. We take the appropriate steps to protect the information you provide us from loss, misuse, unauthorized access or disclosure, alteration and destruction, both against external and internal threats. Where we have given you (or where you have chosen) a password or other login information which enables you to access certain restricted parts of our Service, you are responsible for doing everything you reasonably can to keep this information secret. You must not share your password or login information with anyone else.
As no data transmission or security system can be guaranteed as 100% secure, we cannot ensure or warrant the security of any Personal Data and/or information that you transmit to us; nonetheless, we adopt all measures and make use of technology trusted by the industry to provide as much security as possible. As such, you transfer Personal Data and/or information to us at your own risk.
11. Personal Data and/or Information Collected from Other Sources ⛲
We may also collect Personal Data and/or information about you from other sources in order to help us correct or supplement our records, to improve the quality or personalization of our service to you, and to prevent or detect fraud. We work closely with third parties (e.g. business partners, Service Providers, sub-contractors, advertising networks, analytics providers, search information providers, fraud protection services) and may receive Personal Data and/or information about you from them.
In order to provide and improve our Services, we may engage with Service Providers. In the process of supplying services to us, these Service Providers may need to collect Personal Data about you.
12. Disclosure of Personal Data Via Links to Third-Party Websites, Services, and Applications 🔗
Using our Website or the Services may link to third-party websites, services and/or applications. We are not responsible for any Personal Data collected through these means. Personal Data collected in this manner is governed through the third-party website’s privacy policy. Any interactions you have with these websites, services and/or applications are beyond our control. We urge you to read the privacy and security policies of any external websites before providing any Personal Data while accessing those websites.
13. Minors 👶
Our Software Platform and Services are not directed to minors under the age of 18. We perform age verification on users that access our Software Platform, and if you are under the age of 18, you will be unable to contract our Services.
14. Modifications to this Privacy Policy 🔀
We may revise this Privacy Policy from time to time. The most current version of the Privacy Policy will govern our collection, use, and disclosure of Personal Data and/or information about you. If we make material changes to this Privacy Policy, we will notify you by email or by posting a notice on our Website and/or Software Platform prior to the effective date of the changes. By continuing to access or use the Service after those changes become effective, you acknowledge and agree to the revised Privacy Policy.
15. Contact us 📨
If you have more questions about Ontop’s Privacy Policy or privacy practices, would like to contact our Data Protection Officer, or would like to submit a complaint, you can contact us at privacy@getontop.com (please write "Privacy Policy Issue" on the subject line) or fill out the Personal Data Request Form at the Ontop Privacy Center. You can also reach out to us via snail mail at: Ontop Holdings Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808.
Ontop takes your privacy questions seriously. A dedicated team reviews your inquiry to determine how best to respond to your question or concern, including those inquiries received in response to an access or download request. In most cases, all substantive contacts receive a response within 30 days. In other cases, we may require additional information or let you know that we need more time to respond.
IMPORTANT: Please check the table above to see if these apply to you.
APPENDIX A: CALIFORNIA RESIDENTS
Note: This section applies specifically to California Residents.
This appendix (“Appendix A” or “CCPA Privacy Terms”) addresses the specific disclosure requirements under the California Consumer Privacy Act of 2018 (“CCPA”). It applies to personal information about California residents using our Website and Services. For purposes of the CCPA, personal information means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular California resident or household (“Personal Information”). In the event of a conflict between Appendix A and any of our other privacy policies and or terms, Appendix A shall control only with respect to the Personal Information of California residents.
Personal Information Categories
Appendix A covers our Personal Information collection and usage more fully. The chart below describes the categories of Personal Information we collect and the sources from which we collect the Personal Information, organized into the categories specified by the CCPA.
California Residents' Privacy Rights
California residents have rights to request access to or deletion of their Personal Information and may not be discriminated against because they exercise any of their rights under the California Consumer Privacy Act in violation of Cal. Civ. Code §1798.125. You can make requests by sending an email to us with details of your specific request. We may ask that you provide certain information to verify your identity, and the information we request from you will depend on your prior interactions with us and the sensitivity of the Personal Information in question. Once confirmed, we will respond to your request in accordance with the CCPA. If we deny your request, we will explain why.
You may designate an authorized agent to make a request under the CCPA on your behalf if: (1) the authorized agent is a natural person or a business entity registered with the Secretary of State of California; and (2) you sign a written declaration that you authorize the authorized agent to act on your behalf. We may ask that you provide certain information to verify your identity and that you authorized the authorized agent to act on your behalf. If you provide an authorized agent with power of attorney pursuant to Probate Code sections 4000 to 4465, it may not be necessary to perform these steps and we will respond to any request from such authorized agent in accordance with the CCPA. If you have any questions regarding our Privacy Policy or specifically these CCPA Privacy Terms, or would like to change your preferences, you may contact us using the contact information contained in Section 12 of our Privacy Policy.}
APPENDIX B: GDPR PRIVACY TERMS
Note: This section applies specifically to EEA/EU/UK/Switzerland residents.
This appendix (“Appendix B” or “GDPR Privacy Terms”) applies to the Processing of Personal Data by us in our role as a Controller, or as otherwise covered by the European Union General Data Protection Regulation 2016/679 (“GDPR"), when individuals:
● visit or use our Website;
● interact with us either on your own behalf or on behalf of a Customer in connection with the provision of our Services;
● interact with us on behalf of a Service Provider in connection with the products and services our Service Provider provides to us;
● interact with us on behalf of a business partner in connection with our relationship with the business partner;
● apply to work with us;
● receive marketing communications from us; and/or
● interact with us by registering for, attending and/or otherwise taking part in our trade events, webinars, or conferences or communicate with us via email, phone, or in-person interactions.
These GDPR Privacy Terms do not apply to any Personal Data Processed, stored, or hosted by Customers using any of our Services or to the extent that we Process Personal Data in the role of a Processor on behalf of our Customers. Where we act as Processors on behalf of our Customers, that Processing is subject to the protections contained in our data processing agreements with Customers. We have no control over, and are not responsible for, any Personal Data that our Customers may store or host on their equipment or otherwise Process while using our Services. We are not responsible for the privacy or data security practices of our Customers, which may differ from those set forth in our Privacy Policy and/or these GDPR Privacy Terms. For information related to how our Customers Process Personal Data, please contact the respective Customer directly. Furthermore, these GDPR Privacy Terms do not apply to any third-party websites or services that may be linked to our Website or the Services unless that website or service is controlled by us and displays our Privacy Policy and/or these GDPR Privacy Terms. We have no control over, and are not responsible for, the data collection and/or handling practices of these third-party websites or services outside our Website or Services. We encourage you to read the privacy statements of any third-party websites or services linking to (or linked to via) the Website or Services.
In the event of a conflict and/or discrepancy between these GDPR Privacy Terms and our general Privacy Policy, these GDPR Privacy Terms will prevail.
Our Contact Details
If you have any questions or concerns as to how your Personal Data is Processed, please write to us using the contact information contained in Section 12 of our Privacy Policy.
Our Data Collection Practices
We collect and Process the following categories of Personal Data from Customers, Service Providers, business partners, Representatives, Website Visitors, prospective employees, individuals that receive marketing communications from us and individuals that interact with us by registering for, attending and/or otherwise taking part in our webinars or conferences or who communicate with us via email, phone or in person, in each case to operate its business for the specific purposes identified below.
● Personal Details include data such as names, titles, company names, departments, email addresses, physical street addresses, telephone numbers, and social media usernames of individuals.
● Login Credentials include data such as usernames and passwords of individuals needed to access our Services.
● Unique IDs include data that we obtain from (a) prospective employees, (b) Website Visitors, or (c) other individuals that interact with us.
● Customer Support Records include data such as call details and other similar data regarding customer support communications and chat sessions with Representatives.
● Website and Service Records include data related your interactions with our Website and Services and other online content such as log data (i.e. login information, preferences and settings, etc.).
● Employment Information includes details such as descriptions of roles performed and locations of employment.
Why do we collect Personal Data, what are the sources of Personal Data, what are the purposes for Processing and what is the lawful basis?
The table below sets out the types of Personal Data we Process, the purposes of Processing such Personal Data and our lawful basis for doing so. The lawful basis will vary with the type of Processing involved and will typically include Processing (i) necessary for us to pursue our legitimate business interests, (ii) based on your consent, where this is required by data protection laws, and (iii) necessary for us to comply with our legal obligations. Where we rely on our legitimate business interests, we have explained what the grounds are for that reliance.
Sharing Personal Data with Third Parties
Except as described below, we will not share or disclose Personal Data with or to outside third parties. Any and all Personal Data provided to us by a Customer, Website Visitor, business partner, or other third party is transferred only on a “need to know” basis in keeping with the purposes outlined in our Privacy Policy and/or these GDPR Privacy Terms.
Service Providers. We may share Personal Data with our Service Providers in connection with advertising, hosting, data analytics, information technology and infrastructure, order management and fulfillment, billing, contract management, email delivery, auditing, events and other related activities. We provide such Personal Data or authorize the Processing of such Personal Data only as necessary to enable our Service Providers to perform their designated functions. Our contractual agreements with them (1) require them to act only under our instruction and for the purpose(s) directed by us with respect to such Personal Data; and (2) prohibit them from sharing such Personal Data with any third parties without our authorization.
Business Partners. We may also share your Personal Data with trusted business partners pursuant to our contractual arrangements with them, which will include appropriate safeguards to protect any Personal Data that we share with these partners. These may include, but are not limited to third parties that organize trade shows, consultants, experts and auditors.
Affiliated Entities. We share Personal Data with our affiliates. Subject to local requirements, this Personal Data may be used to provide Services offered by our affiliates, for the affiliates to provide support to the affiliated entity that is sharing the Personal Data or for any other purposes described in our Privacy Policy and/or these GDPR Privacy Terms. For example, affiliates may share Personal Data about our Customers, Service Providers, business partners, representatives, prospective employees and Website Visitors for direct marketing purposes.
Fraud Prevention and Protection of Legal Rights. We may use and disclose Personal Data to the appropriate regulatory, legal, judicial or law enforcement authorities and our advisors and investigators when: (i) we believe, at our sole discretion, that such disclosure is necessary to investigate, prevent, or respond to suspected illegal or fraudulent activity or to protect our safety, rights and/or property or that of our group of companies and/or Customers, Service Providers, business partners, Representatives, Website Visitors, prospective employees, employees, contractors, among others; (ii) we suspect abuse of the Website, Software Platform and/or Services or unauthorized access to any system, spamming, denial of service attacks or any other similar attacks; (iii) exercising or protecting legal rights or defending against legal claims; or (iv) pursuing available remedies, as well as mitigating or limiting the damages that we may sustain. We may disclose Personal Data to our partners, Service Providers and law enforcement to secure our Website, Software Platform and/or Services, including to detect, prevent, and investigate security incidents or violations to our Terms of Service (https://www.getontop.com/legal/terms-of-service), Privacy Policy and/or applicable laws.
Law Enforcement. We may have to disclose the Personal Data of our Customers, Service Providers, business partners, representatives, applicants, Website Visitors or other third parties if a court, law enforcement or other public or government authority with appropriate jurisdiction requests that we provide said Personal Data and we believe, at our reasonable discretion, that such request was made in compliance with the applicable law.
Corporate Reorganization. We may transfer the Personal Data of our Customers, Service Providers, business partners, Representatives, Website Visitors or other third parties to another third party in the case of the reorganization, sale, merger, joint venture, assignment, transfer or other alienation of any or all of our business, assets and/or stocks, including in the event of bankruptcy or corporate restructuring. Except as otherwise provided by a bankruptcy or other court, the use and disclosure of all transferred Personal Data will be subject to compliance with applicable data protection laws. Any Personal Data that an individual submits or that is collected after the reorganization may be subject to a new privacy policy adopted by the successor entity, which will be informed to you as provided under Section 11 of our Privacy Policy.
Service Improvements. We may disclose Personal Data to our Service Providers in order to improve our Website, Software Platform and/or Services, such as to identify bugs, repair errors or ensure that services function as intended, or to conduct internal research and analysis in order to improve our technology.
Cross-Border Transfers of Personal Data
If we transfer EEA/EU/UK/Switzerland Personal Data to affiliates outside this EEA/EU/UK/Switzerland region, we will put in place appropriate intra-group agreements in accordance with the GDPR requirements, including use of the EU commission-approved standard contractual clauses (“SCC(s)”) for Controllers as appropriate. If we transfer EEA/EU/UK/Switzerland Personal Data to third parties, such as Service Providers or business partners in countries outside the EEA/EU/UK/Switzerland region, we will put in place the EU SCCs or other relevant international transfer documentation that complies with the GDPR requirements. We will also put in place a GDPR-compliant data processing agreement.
Data Retention
We will retain Personal Data that we collect and Process where we have a justifiable business need to do so and/or for as long as it is needed to fulfill the purposes outlined in our Privacy Policy and these GDPR Privacy Terms. We may retain Personal Data as required by law, such as for tax, legal and/or accounting purposes. When we have no justifiable business need to process your Personal Data (e.g. after all of our necessary interactions have ended, our internal record keeping policies no longer require us to continue to process your Personal Data and we have no other legal obligations to retain your Personal Data), we will either delete or anonymize your Personal Data, at our reasonable discretion.
Data Subject Rights under the GDPR
The GDPR grants individuals who are in the EU/EEA/UK the rights as detailed in the paragraphs below, with some limitations. Individuals may contact us through our contact information contained in Section 12 of our Privacy Policy to exercise any of these rights and we will respond with the requested action or information, as applicable, or we will let you know why such rights do not apply to you. These rights are not absolute and are subject to various conditions under the applicable data protection and privacy legislation, as well as the laws and regulations that apply to us. In some cases, the exercise of these rights (e.g. erasure, deletion, objection, restriction or the withholding or withdrawing of consent to Processing) may make it impossible for us to provide our Services.
Right to Not Provide Consent or to Withdraw Consent. We may seek to rely on your consent in order to Process certain Personal Data. Where we do so, you have the right to not provide your consent and the right to withdraw your consent at any time. If you withdraw your consent, this will not affect the lawfulness of the Processing conducted based on consent before its withdrawal.
Right of Access. You have the right to obtain confirmation as to whether or not we collect or Process Personal Data concerning you and, if this is the case, you have the right to request a copy of such Personal Data in digital format.
Right of Rectification. You have the right to require that we correct any inaccurate Personal Data concerning you and that we supplement incomplete Personal Data.
Right of Erasure. Under certain circumstances, you have the right to request that we erase Personal Data concerning you; e.g. if it is no longer necessary for the purposes for which it was originally collected and we do not otherwise have a legitimate reason to retain the Personal Data. We may need to retain certain Personal Data when legally required for internal, record keeping purposes and/or in order to complete any transactions initiated prior to your request to remove or delete your Personal Data. When we are unable to delete Personal Data from our systems, we will anonymize it so it will no longer be directly or indirectly linked to your identity or identifiable.
Right to Restrict Processing. Under certain circumstances, you have the right to request that we restrict the Processing of your Personal Data that we have collected; e.g. when you believe that your Personal Data that we retain is not accurate or unlawfully held.
Right to Data Portability. Under certain circumstances, you have the right to receive the Personal Data concerning you that you have provided to us in a structured, commonly used, machine readable format, and for us to transmit the data to another entity where technically feasible.
Right to Object to the Processing. Under certain circumstances, you have the right to request that we stop Processing your Personal Data, including when we rely on legitimate interests as a legal basis set forth in Table 1 above. If you receive commercial electronic communications from us, you can unsubscribe from the receipt of future commercial electronic communications from us by clicking on the “unsubscribe” link provided in such communications. Please also note that if you do opt out of receiving commercial electronic communications from us, we may still send you important administrative messages (such as updates about your account or changes to the Services) and you cannot opt out from receiving these messages, unless you stop engaging our Services.
Right to Not be Subject to Decisions Based Solely on Automated Processing that Produce Legal Effects. We do not make decisions based solely on automated Processing - including profiling - that produces legal effects or similarly affects you.
Right to Complaint before a Supervisory Authority. You have the right to lodge a complaint with a Supervisory Authority if you believe that our Processing of Personal Data relating to you is inconsistent with our obligations under the GDPR. In this situation, we ask you please consider contacting us first, so that we can try and assist with your query or address your concern.
In order to exercise any of your rights as set forth herein, please contact us in writing, via email or postal mail as indicated in Section 12 of our Privacy Policy, so that we may consider your request under the applicable law. We may ask that you provide the following Personal Data for us to promptly address your request:
● The name, user ID, pseudonym, email address or other identifier you have provided to us or, if you have not otherwise previously interacted with us, your first and last name and an address where we can contact you;
● The country in which you are located;
● A clear description of the Personal Data or content that you wish to receive or to be deleted or corrected and/or the action you wish to be taken; and
● Sufficient information to allow us to locate the content or Personal Data to be deleted, removed and/or corrected.
For your protection, we may only respond to requests with respect to the Personal Data that is associated with the particular email address that is registered under your user account. In addition, please note that, depending on the nature of your inquiry, request and/or complaint, we may need to verify your identity before implementing your request and require documentary proof of identity, such as in the form of a government issued ID and proof of your physical address. We will make all efforts to comply with your request as soon as reasonably practicable and in any case within the timelines prescribed by the applicable law. However, we reserve the right to refuse to act on a request that is manifestly unfounded or excessive (e.g. because it is repetitive) and/or to charge a fee that takes into account the administrative costs for providing the information or the communication or taking the action requested, in the cases where such action is justified.
APPENDIX C: LGPD Privacy Terms (Portuguese)
Note: This section applies specifically to Brazil residents.
ANEXO C: Termos de Privacidade LGPD (português)
Obs.: Esta seção aplica-se especificamente aos residentes do Brasil.
Os presentes termos e condições de privacidade relativos à Lei Geral de Proteção de Dados (“Termos LGPD”) aplicam-se a atividades de processamento de Dados Pessoais sob a lei brasileira e complementa a nossa Política de Privacidade (General Privacy Policy - https://www.getontop.com/privacy-policy/).
Seus direitos
Nos termos da Lei Geral de Proteção de Dados (Lei nº 13.709/2018, ou simplesmente “LGPD”), você terá os seguintes direitos:
● Confirmação da existência de tratamento dos seus dados;
● Acesso aos dados;
● Correção de dados incompletos, inexatos ou desatualizados;
● Anonimização, bloqueio ou eliminação de dados desnecessários, excessivos ou tratados em desconformidade com a lei;
● Portabilidade dos dados a outro fornecedor de serviço ou produto, mediante requisição expressa;
● Eliminação dos dados tratados mediante requisição expressa;
● Obtenção de informações sobre as entidades públicas ou privadas com as quais a Ontop compartilha os seus dados;
● Informação sobre a possibilidade de não fornecer o seu consentimento, bem como de ser informado pela Ontop sobre as consequências em caso de negativa; e
● Revogação do consentimento.
Dados Pessoais que coletamos
Podemos coletar e processar Dados Pessoais de clientes, prestadores de serviço, parceiros comerciais, representantes, visitantes ao nosso site, potenciais empregados futuros, indivíduos que recebem comunicações de marketing de nós e indivíduos que se engajam conosco em se registrando, comparecendo e/ou de outra forma participando em nossos webinars ou conferências ou aqueles que se comunicam conosco via e-mail, telefone ou presencialmente, em cada caso e para conduzir o nosso negócio nos propósitos específicos detalhados abaixo:
a. Dados de contato e de contas. Os dados e informações pessoais fornecidos quando usuários se inscrevem para contratar o nosso Serviço. Isso incluirá o nome, e-mail, número de telefone, endereço, cargo e senha, organização (se pessoa jurídica), e outras formas para que possamos entrar em contato com o cliente e usuário.
b. Informações sobre transações financeiras de usuários. Informações sobre as transações financeiras que você executa, pagamentos e informações de contas da Ontop.
c. Informações de pagamento. Se o pagamento pelos nossos Serviços for realizado via cartão de crédito, os dados coletados poderão incluir o número do cartão, data de vencimento, código de segurança e endereço de cobrança. Se o pagamento for realizado por meio de transferência bancária (internacional), os dados coletados poderão incluir o seu nome e dados bancários, como número de agência, número da conta, código IBAN e/ou SWIFT, entre outros. Caso o pagamento seja realizado via serviços eWallet (p.ex. PayPal, Payoneer, etc.), os dados coletados poderão incluir o nome e usuário da conta, endereço de e-mail e quaisquer outras informações que identifiquem a conta do usuário ou carteira digital aplicável. Caso os pagamentos sejam realizados via plataformas de processamento de pagamentos de terceiros, estes coletarão os seus Dados Pessoais referentes a tais pagamentos, não sendo a Ontop a empresa responsável por tais informações. Nestes casos, a política de privacidade da empresa terceira será a aplicável.
d. Dados e informações fornecidos em chat de mensagens instantâneas. Para melhor atender aos nossos usuários, disponibilizamos em nosso site ferramentas de mensagens instantâneas (IM). Quaisquer Dados Pessoais ou informações fornecidas por este meio serão coletados e armazenados.
e. Dados biométricos. Informações sobre o usuário que são armazenadas em documentos de diferentes formatos ou cópias destes, com o devido consentimento para uso da plataforma e/ou serviços da Ontop. Referem-se aos dados contidos no seu passaporte, documento de identidade, seguridade social ou quaisquer outros documentos de identificação pessoal. Para fins de verificação de usuário, algumas empresas terceiras que utilizamos poderão coletar fotos e/ou vídeos estilo selfie que executem softwares de reconhecimento facial para verificação de identidade.
f. Dados Pessoais fornecidos por telefone. Nós possuímos agentes de atendimento disponíveis para atender os nossos Clientes 24/7. Ligações poderão ser gravadas e quaisquer Dados Pessoais e/ou informações fornecidas pelo telefone, inclusive informações de pagamento, serão coletados e armazenados.
g. Outros Dados e/ou informações. Podemos solicitar que Clientes e Usuários forneçam informações gerais e outros Dados Pessoais através de nossos canais de atendimento e com o devido consentimento, com o objetivo de participar em pesquisas para a constante melhoria de nosso site, software ou Serviços.
Controladora e Encarregado (DPO)
A controladora de dados responsável por seus dados pessoais é a Ontop Holdings Inc. e/ou quaisquer de suas empresas afiliadas (“Controladora”). Você pode entrar em contato com o encarregado pelo tratamento de Dados Pessoais (“DPO” ou “Encarregado”) através dos canais de contato disponíveis abaixo e na Cláusula 12 da nossa Política de Privacidade, com o assunto “Política de Privacidade”:
Encarregado pelo tratamento de Dados Pessoais - DPO
E-mail: privacy@getontop.com
Endereço: Ontop Holdings Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808.
APPENDIX D: COLOMBIA PRIVACY TERMS (SPANISH)
Note: This section only applies to Colombian residents.
ANEXO D: TÉRMINOS DE PRIVACIDAD PARA COLOMBIA (ESPAÑOL)
Obs.: Esta sección sólo aplica a residentes en el territorio de la República de Colombia.
1. GENERALIDADES
De conformidad con el artículo 15 de la Constitución Política, relativo al derecho que tienen todas las persona a conocer, actualizar y rectificar las informaciones que se hayan recogido sobre ellas en bases de datos; el artículo 20 de la Constitución Política, sobre el derecho a la información; la Ley Estatutaria 1581 de 2012 “Por la cual se dictan disposiciones generales para la protección de datos personales”, el Decreto 1377 de 2013, “Por el cual se reglamenta parcialmente la Ley 1581 de 2012” y demás normas reglamentarias; Ontop, teniendo en cuenta su responsabilidad en el tratamiento de datos personales de otros, en cumplimiento de las normas señaladas, adopta este Anexo con temas complementarios para Colombia a su Política de Privacidad sombrilla (General Privacy Policy – https://www.getontop.com/legal/privacy-policy/).
2. CAMPO DE APLICACIÓN
El Anexo D se aplica a clientes, contratistas, empleados, proveedores o, de cualquier otra persona que por algún motivo suministre información a Ontop, mientras se encuentren en el territorio de la República de Colombia.
3. PRINCIPIOS PARA EL TRATAMIENTO DE DATOS PERSONALES
El Anexo D se aplica a clientes, contratistas, empleados, proveedores o, de cualquier otra persona que por algún motivo suministre información a Ontop, mientras se encuentren en el territorio de la República de Colombia.
Ontop como Responsable del Tratamiento, aplicará, de manera armónica e integral, los siguientes principios rectores en la recolección, manejo, uso, tratamiento, almacenamiento e intercambio de datos personales:
1. Principio de legalidad en materia de Tratamiento de datos: En el Tratamiento de datos personales, Ontop dará aplicación al artículo 15 de la Constitución Política; al artículo 20 de la Constitución Política; a la Ley Estatutaria 1581 de 2012; al Decreto 1377 de 2013; al Decreto 1074/15 y a las demás normas vigentes y aplicables y demás disposiciones que la desarrollen, que rigen el tratamiento de datos personales y demás derechos fundamentales conexos.
2. Principio de finalidad: El Tratamiento de datos personales que sean acopiados o recogidos por Ontop o a los que esta tenga acceso, obedecerá a una finalidad legítima de acuerdo con la Constitución y las Leyes, la cual debe ser informada al Titular.
3. Principio de libertad: El Tratamiento de datos personales sólo puede ejercerse con el consentimiento, previo, expreso e informado del Titular. Los datos personales no podrán ser obtenidos o divulgados sin previa autorización, o en ausencia de mandato legal o judicial que releve el consentimiento.
4. Principio de veracidad o calidad: La información sujeta a captura, recolección, uso y tratamiento de datos personales debe ser veraz, completa, exacta, actualizada, comprobable y comprensible. Se prohíbe el Tratamiento de datos parciales, incompletos, fraccionados o que induzcan a error.
5. Principio de transparencia: En el Tratamiento de datos personales debe garantizarse el derecho del Titular a obtener de Ontop o del Encargado del Tratamiento, en cualquier momento y sin restricciones, información acerca de la existencia de datos que le conciernan.
6. Principio de acceso y circulación restringida: El Tratamiento de datos personales se sujeta a los límites que se derivan de la naturaleza de los datos personales y, a las normas vigentes y aplicables que rigen el tratamiento de datos personales y demás derechos fundamentales conexos. En este sentido, los datos personales sólo podrán ser objeto de Tratamiento por personas autorizadas por el Titular, y salvo la información pública, no podrán estar disponibles en Internet u otros medios de divulgación o comunicación masiva, salvo que el acceso sea técnicamente controlable para brindar un conocimiento restringido sólo a los Titulares o terceros autorizados conforme a la ley.
7. Principio de seguridad:La información sujeta a Tratamiento por parte de Ontop, se manejará con las medidas técnicas, humanas y administrativas existentes que sean necesarias para otorgar seguridad a los registros, evitando su adulteración, pérdida, consulta, uso o acceso no autorizado o fraudulento.
8. Principio de confidencialidad: Todas las personas que intervengan en el Tratamiento de datos personales o que tengan acceso a informaciones que se encuentren en Bases de Datos y que no tengan la naturaleza de públicos, están obligadas a garantizar la reserva de la información, inclusive después de finalizada su relación con alguna de las labores que comprende el Tratamiento de la información, pudiendo sólo realizar suministro o comunicación de datos personales cuando ello corresponda al desarrollo de las actividades autorizadas en las normas vigentes y aplicables que rigen el tratamiento de datos personales, y demás derechos fundamentales conexos.
Todas las personas que trabajen actualmente o sean vinculadas a futuro para tal efecto, en la administración y manejo de bases de datos, deberán suscribir otro sí a su contrato laboral o de prestación de servicios para efectos de asegurar tal obligación.
4. DERECHOS DE LOS TITULARES DE DATOS PERSONALES
Todo proceso que conlleve el Tratamiento de datos personales por parte de cualquier área de la compañía, tanto de visitantes, clientes, contratistas, trabajadores, proveedores y, en general, cualquier tercero con el cual Ontop sostenga relaciones comerciales y laborales, deberá tener en cuenta los derechos que le asisten a ese Titular de los datos, los cuáles se enuncian a continuación:
1. Conocer, actualizar, consultar o rectificar sus datos personales, en cualquier momento, frente a Ontop, respecto a aquellos datos que considere parciales, inexactos, incompletos, fraccionados y/o que induzcan a error.
2. Solicitar en cualquier momento una prueba de la autorización otorgada a Ontop para el Tratamiento de sus datos personales.
3. Ser informado por Ontop, previa solicitud del Titular de los datos, respecto del uso que le ha dado a los mismos.
4. Presentar ante la Superintendencia de Industria y Comercio las quejas que considere pertinentes para hacer valer su derecho al Habeas Data frente a Ontop.
5. Revocar la autorización y/o solicitar la supresión de algún dato, cuando considere que la Ontop no ha respetado sus derechos y garantías constitucionales.
6. Acceder, en forma gratuita, a los datos personales que voluntariamente decida compartir con Ontop, para lo cual la compañía se encargará de conservar y archivar de forma segura y confiable los formatos de autorización de cada uno de los Titulares de datos personales debidamente otorgadas.
5. TRATAMIENTO DE LOS DATOS SENSIBLES
Dato sensible: Aquellos que afectan la intimidad del Titular o cuyo uso indebido puede generar su discriminación, tales como los relacionados con el origen racial o étnico, la pertenencia a sindicatos, organizaciones sociales o de derechos humanos, convicciones políticas, religiosas, de la vida sexual, biométricos o datos de la salud y, los datos biométricos, como huellas digitales, fotografías, iris, reconocimiento de voz, facial o de palma de mano. Esta información podrá no ser otorgada por el Titular de estos datos.
Ontop podrá hacer la captura, recolección, uso y tratamiento de los datos catalogados como sensibles cuando:
a) El Titular haya dado su autorización previa y explícita a dicho Tratamiento, salvo en los casos que por ley no sea requerido el otorgamiento de dicha autorización.
b) El Tratamiento sea necesario para salvaguardar el interés vital del Titular y este se encuentre física o jurídicamente incapacitado. En estos eventos, los representantes legales deberán otorgar su autorización.
c) El Tratamiento sea efectuado en el curso de las actividades legítimas y con las debidas garantías por parte de una fundación, ONG, asociación o cualquier otro organismo sin ánimo de lucro, cuya finalidad sea política, filosófica, religiosa o sindical, siempre que se refieran exclusivamente a sus miembros o a las personas que mantengan contactos regulares por razón de su finalidad. En estos eventos, los datos no se podrán suministrar a terceros sin la autorización del Titular.
d) El Tratamiento se refiera a datos que sean necesarios para el reconocimiento, ejercicio o defensa de un derecho en un proceso judicial. El Tratamiento tenga una finalidad histórica, estadística o científica. En este evento deberán adoptarse las medidas conducentes a la supresión de identidad de los Titulares.
6. TRANSFERENCIA DE DATOS
Si Ontop transfiere los Datos Personales a su casa matriz o a otras sucursales, se aplicará la Política de Privacidad Sombrilla. Si Ontop transfiere los Datos Personales a terceros, tales como proveedores de servicios o socios de negocios, mediará un acuerdo de procesamiento de datos que cumpla con la legislación aplicable vigente.
7. OTROS DATOS PERSONALES QUE RECOLECTAMOS
Además de los datos personales mencionados en la Política de Privacidad sombrilla (General Privacy Policy – https://www.getontop.com/legal/privacy-policy/), en Colombia Ontop recolecta y administra datos como tipo de documento de identificación, número de documento de identificación, lugar de expedición de documento de identificación, género, RH, fotografía, huella digital, fecha y lugar de nacimiento, edad, grado de escolaridad (títulos obtenidos), compañía para la cual labora y/o que representa, cargo u ocupación, estado civil, nombre del cónyuge o compañero permanente, nombre de personas a cargo, parentesco de personas a cargo, edad de personas a cargo, fecha de nacimiento, ocupación de personas a cargo, dirección/domicilio, teléfono fijo personal, teléfono fijo de la compañía, teléfono celular personal, teléfono celular de la compañía, correo electrónico personal, correo electrónico de la compañía, nombre, parentesco y teléfono de persona a contactar en caso de emergencia, entidad promotora de salud (EPS), Caja de compensación, administradora de riesgos profesionales (ARL), administradora de fondo de pensiones, administradora de fondo de cesantías y, datos sensibles relacionados con la salud, en cuanto a órdenes y relación de pruebas, así como los resultados de éstas (por ejemplo y según corresponda, Perfil lipídico, Glicemia, PSA –Antígeno específico de próstata para hombres mayores de 40 años–, Audiometría, Espirometría, Optometría, Citología –para mujeres–, Pruebas de función renal y hepática –AST-ALT-FA-creatinina-Parcial de orina-hemograma–, KOH-coprocultivo y cultivo nasofaringe y, RX de tórax –PA Y lateral–).
Dichos datos son recolectados por Ontop con el propósito de gestionar la relación comercial existente entre Ontop y sus clientes, gestionar los procesos de nómina y realizar todas aquellas actuaciones relacionadas con la relación laboral existente entre Ontop y sus trabajadores o contratistas directos, y gestionar la relación comercial existente entre Ontop y sus proveedores.
8. PROCEDIMIENTOS PARA EL EJERCICIO DE LOS DERECHOS DEL TITULAR DE LOS DATOS PERSONALES
El usuario podrá ejercer su derecho a conocer, actualizar, rectificar y suprimir los datos personales que haya suministrado a Ontop, enviando una comunicación, en cualquier momento y de manera gratuita, a través del siguiente correo electrónico: privacy@getontop.com.
De conformidad con lo dispuesto en el Artículo 20 del Decreto 1377 de 2013, los derechos de los Titulares establecidos en la Ley, podrán ejercerse por:
a) El Titular, quien deberá acreditar su identidad en forma suficiente por los distintos medios que le ponga a disposición el Responsable.
b) Por sus causahabientes, quienes deberán acreditar tal calidad.
c) Por el representante y/o apoderado del Titular, previa acreditación de la representación o apoderamiento.
La petición o derecho que ejercita el Titular de los datos personales deberá contener, como mínimo:
1. Identificación del Titular.
2. Los datos de contacto para recibir notificaciones.
3. Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuera el caso.
4. La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca ejercer alguno de los derechos.
Estos derechos se podrán ejercer, entre otros, frente a datos parciales, inexactos, incompletos, fraccionados, que induzcan a error o, aquellos cuyo tratamiento esté expresamente prohibido o no haya sido autorizado por su Titular.
9. CONSULTAS
Los Titulares, sus causahabientes o representantes podrán consultar la información personal del Titular que repose en cualquier base de datos de Ontop, suministrando a estos toda la información contenida en el registro individual o que esté vinculada con la identificación del Titular. La consulta se formulará por escrito, a través del medio indicado en el numeral 8, siempre y cuando sea el Titular de los datos o su representante.
10. RECTIFICACIÓN O ACTUALIZACIÓN DE DATOS
Los Titulares, sus causahabientes o representantes que consideren que la información contenida en una base de datos de Ontop debe ser objeto de rectificación o actualización, podrán presentar un reclamo ante Ontop, el cual será tramitado bajo las siguientes reglas:
El reclamo se formulará mediante solicitud dirigida a Ontop, a través del medio indicado en el numeral 8, con la siguiente información:
1. Identificación del Titular.
2. Los datos de contacto para recibir notificaciones.
3. Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuere necesario.
4. La descripción de los hechos que dan lugar al reclamo.
5. La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca la rectificación o actualización.
6. Los documentos que se quieran hacer valer.
11. SUPRESIÓN DE DATOS
Los Titulares, sus causahabientes o representantes podrán solicitar, en todo momento y de forma gratuita, a Ontop, la supresión de sus datos personales cuando:
a) Consideren que los mismos no están siendo tratados conforme a los principios, deberes y obligaciones previstas en la normatividad vigente y en la presente Política.
b) Hayan dejado de ser necesarios o pertinentes para la finalidad para la cual fueron recabados.
c) Se haya superado el periodo necesario para el cumplimiento de los fines para los que fueron recabados.
Esta supresión implica la eliminación total o parcial de la información personal de acuerdo con lo solicitado por los Titulares, sus causahabientes o representantes, en los registros, archivos y bases de datos administrados por Ontop.
El reclamo se formulará mediante solicitud dirigida a Ontop, a través del medio indicado en el numeral 8, con la siguiente información:
1) Identificación del Titular.
2) Los datos de contacto para recibir notificaciones.
3) Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuere necesario.
4) La descripción de los hechos que dan lugar al reclamo.
5) La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca la rectificación o actualización.
6) Los documentos que se quieran hacer valer.
Ahora bien, es importante tener en cuenta que el derecho de cancelación no es absoluto y el Responsable puede negar el ejercicio del mismo cuando:
1) El Titular tenga un deber legal o contractual de permanecer en la base de datos.
2) La eliminación de datos obstaculice actuaciones judiciales o administrativas vinculadas a obligaciones fiscales, la investigación y persecución de delitos o la actualización de sanciones administrativas.
3) Los datos sean necesarios para proteger los intereses jurídicamente tutelados del Titular; para realizar una acción en función del interés público, o para cumplir con una obligación legalmente adquirida por el Titular.
12. REVOCATORIA DE LA AUTORIZACIÓN
Los Titulares, sus causahabientes o sus representantes podrán, en todo momento y de forma gratuita, revocar el consentimiento al Tratamiento de sus datos personales, siempre y cuando no lo impida una disposición legal o contractual.
Para ello, el Titular podrá revocar su consentimiento mediante el mismo medio por el que lo otorgó.
Al respecto, se debe tener en cuenta que existen dos modalidades de revocación del consentimiento: Una de ellas se da sobre la totalidad de las finalidades consentidas y, la otra, se da sobre algunos tipos de tratamiento determinados.
13. DEBERES COMO ENCARGADO DEL TRATAMIENTO
Ontop se encarga directamente del tratamiento y custodia de los Datos Personales captados y almacenados. Sin embargo, se reserva el derecho a delegar en un tercero tal Tratamiento, para lo cual exigirá al Encargado la atención e implementación de las Políticas y procedimientos idóneos para la protección de los datos personales y la estricta confidencialidad de los mismos, de acuerdo con la normatividad vigente.
14. MEDIDAS DE SEGURIDAD ADOPTADAS CON RELACIÓN AL TRATAMIENTO DE DATOS PERSONALES
Ontop adoptará las medidas técnicas, humanas y administrativas necesarias para garantizar la seguridad y confidencialidad de los datos y para evitar su alteración, pérdida, consulta, uso o acceso no autorizado. Los datos personales que el Titular de la información suministre a Ontop bajo cualquier medio, serán administrados de forma confidencial, con las debidas garantías constitucionales, legales y demás normas aplicables a la protección de datos personales.
15. RESPONSABLE DEL TRATAMIENTO DE DATOS PERSONALES
El responsable de la captura, recolección, uso y tratamiento de sus datos personales es la sociedad Ontop Digital Colombia SAS, identificada con el NIT 901.456.887-1, con domicilio en Cr 18 No. 93 A 57, Bogotá, D.C., Colombia, correo electrónico privacy@getontop.com.