Terms of Service - Freedom 🦅

🛣️ 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.

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🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO FREEDOM, AS THESE TERMS ARE NON-NEGOTIABLE.

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You will be informed if these Terms are updated pursuant to Section 8 - Changes.

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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.

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💳 “Ontop Card” is a digital prepaid card that Contractors can acquire through the Ontop Platform and top up by using their Ontop Wallet balance.

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💻 “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.

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💵 “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.

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🕊 “Freedom” means the premium Subscription Plan and applicable features and benefits available under these Terms.

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🛎️ “Ontop Services” are all the services offered by Ontop through the Ontop Platform, whether by use of the Ontop Card, Ontop Wallet or otherwise.

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✒️📦 “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.

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👉👷“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.

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‍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:

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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.

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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.

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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.

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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.

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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.

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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. 

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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5.4 ✅ Acceptable Use Policy. By subscribing to our Subscription Plans, you also agree to our Acceptable Use Policy.

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5.5 🧺 AML Policy. Freedom is also subject to our Anti-Money Laundering Policy.

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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.

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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.

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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.

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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.

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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.

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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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Ontop.

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(m) Small Claims Court. Notwithstanding the foregoing, either you or Ontop may bring an individual action in small claims court.

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(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.

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(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.

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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.

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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.

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10.3 Contact Information:

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Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County,  Delaware, 19808

Support: https://www.getontop.com/contact

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