Terms of Service - Ontop Peak

🛣️ 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.

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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.

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You will be informed if these Terms are updated as described under Section 14 - Changes.

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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? 🙋

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👛 “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.

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🏢 “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.

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👉👷 “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.

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🤝💰 “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.

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🤝💰📃 “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.

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🤝💰📝 “Loan Summary” means the document that summarizes the disclosure of material loan information contained in a Loan Agreement.

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🔛🔝 “Ontop,” “Lender,” “us,” “our,” and “we” means Ontop Lending LLC, a US limited liability company organized under the laws of the State of Delaware.

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💻 “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.

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🏔️🛎️ “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.

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💵 “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.

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📄 “Terms” means these Terms of Service for the Ontop Lend Services.

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👑👩‍💼 “Politically Exposed Person” or “PEP” means any individual connected to any prominent public functions, as well as their immediate family members and close associates.

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🙅‍♂️ “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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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.

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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.

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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.

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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: 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.

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(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.

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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 as a judge in a court of law. 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 CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER 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.

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(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.

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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.

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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.

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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.

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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.

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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.

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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.

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17.4 📥 Contact Information:

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Address: 66 West Flagler St, STE. 900 Miami, Fl 33180 United States

Email: lending@getontop.com

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EXHIBIT A - LOAN DOCUMENT TEMPLATES