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🛣️ Embarking on the journey to accessing payroll and financial services for your international remote workers as our Client 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 B2B General Terms and Conditions (“B2B T&Cs” or “Terms”) form the basis of the legally binding contract between you and us.
THESE B2B T&CS WILL REPLACE THE ONTOP PLATFORM TERMS OF SERVICE IN RELATION TO THE CLIENT EXPERIENCE OF THE ONTOP PLATFORM AND ONTOP B2B SERVICES FROM FEBRUARY 9, 2024 ONWARDS.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AND/OR B2B SERVICES. THESE TERMS ARE NON-NEGOTIABLE.
1. Let’s Begin! Overview of the Ontop Platform 🪂💻
We believe in a world without borders. A world where companies can hire the global talent they need, whenever they need to, and pay them hassle-free.
The Ontop Platform empowers businesses to contract, onboard, make payments to and manage relationships with local and international remote workers. Giving businesses the freedom to hire talent worldwide is something that Ontop cares a lot about. Hire and pay your rockstars, no matter where in the world they are and on time. Promoting your global workforce expansion has never been easier.
2. Who or What is That? 🙋 AKA Key Definitions
🏢🛎️ “B2B Services” or the “Services” are the suite of payroll and payment management services available to Clients on the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with Workers.
🏢 “Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to and/or manage its relationships with Workers.
🏢🚪 “Client Account” or “Account” is the user account that a Client can create on the Ontop Platform and use for the purposes of engaging B2B Services.
👷 “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 in accordance with local labor laws to provide services to Clients.
🦾💺“Flex Seats” is the invoicing model for B2B Services that charges recurring fees based on the number of active Worker contracts created by Clients.
🌎💺“Global Seats” is the Software-as-a-Service (“SaaS”) subscription model through which Clients can access the Platform and B2B Services to onboard and pay Contractors, paying a fixed subscription fee per Global Seat.
🔛🔝 “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 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 them to receive compensation payments from Clients and make electronic transactions to their 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 Client Account, which includes Clients 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 the terms Contractor or Employee.
3. Overview of our B2B Services 🏢🛎️
The suite of B2B Services that we provide to Workers through our Platform can be divided into two main segments: (i) payroll services; and (ii) payment management services.
Our payroll services aim to enable our Clients to contract onboard, make payments to and manage relationships with international Workers (“Payroll Services”). Depending on the type of relationship, Ontop acts as a payment agent or a 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 can be offered under a Software-as-a-Service (SaaS) subscription model (Global Seats), recurring service fee (Flexible Seats) or a transactional service fee (membership) and may not be available in certain locations, depending on the countries and/or jurisdictions involved.
Under the You Sign business model, Clients engage Contractors directly. We act as a payment agent of the Contractor (payee) to make payments of compensation for services received from a Client (payor) to Contractors in their Ontop Wallet. We may assist Clients in generating independent contractor agreements, if they do not have their own standard contract templates. 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 your behalf. We will take care of generating the legal agreements necessary to enable us to provide the Ontop Signs Payroll Service. We make compensation payments to Contractors directly in their Ontop Worker 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 Worker 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. In the event of any such updates or modifications, we will provide you with five (5) days’ written notice, outlining the changes in business models, fees, or any other pertinent details.
As a Client engaging our Payroll Services, you may be able to top-up funds in the Ontop Platform for future payments of Ontop invoices that will be reflected on your Client Account, to ensure smooth and uninterrupted payments to your Workers.
We may provide you with an application programming interface (API) to allow for custom integration between the Ontop Platform and associated data (“Ontop API”) with your own platforms and systems (“Client Platform(s)”). We will provide you with the necessary tools and documentation to integrate the Ontop Platform with Client Platform(s). In order for Ontop API to work, you will need to provide all of the data fields normally required by the Ontop Platform for creating and modifying contracts, making payments, among others. Such information may include contracts & Worker information, financial data (wallet, payments, invoices, bank accounts, etc.), among others.
Through Ontop API or normal use of Payroll Services on the Ontop Platform, you may be able to make payments to Contractors hired under the You Sign business model by providing mandatory contract data, without the use of our contract automation tool or uploading a signed contract based on your own template to the Ontop Platform (“DirectPay”). Nonetheless, you represent and warrant that you have written contractual agreements executed with all Workers you onboard on the Ontop Platform. We reserve the right to establish conditions for Workers eligible for use of DirectPay, including, but not limited to monthly compensation, results of background checks, or any other criteria we establish at our sole discretion. In the event that an authority or relevant third party requests proof of contract between you and any Workers from us, you undertake to provide us with the signed contract within twenty-four (24 hours), under penalty of material breach of these Terms and cause for termination under Section 9.2 - Term and Termination below.
You acknowledge and accept that we (or our affiliates) act as the duly authorized payment agent of Workers (“Payment Agent”). As a Payment Agent, we will receive all payments due to Workers, in their capacity as a payee, from Clients, in your capacity as payor, and ensure the timely and accurate delivery of these funds to Workers. As mentioned in Section 7 of the B2C T&Cs, all Workers must expressly accept the Payment Agent Terms. Your obligation as a payor will be satisfied at the moment that payment is received and available to us as the Payment Agent, unless such payment is disputed by you.
From time to time, we may invite you to try certain services, features or functionalities 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. B2B Onboarding 🏢🔛🛹
Important information on procedures for opening a new Client 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 Ontop Client Account.
To use our Platform, you need to register for a Client Account and provide certain information about yourself upon registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
In order to engage B2B Services, you will need to sign up for a Client Account and fill out all the required information. If the Client is a legal entity, we will request the company's legal name, DBA name, type of company, tax ID, name of the individual creating the Client Account, country of incorporation, beneficial owners and controlling persons, tax information, among others. The individual creating the Client Account will be asked to perform an ID verification process. If the Client is an individual, we will request its name, country of residence, nationality, type of document, ID document number, tax ID, among others.
(i) After completing the KYB process and receiving final approval, you will be able to create contracts on our Platform, as explained further below.
(ii) In special cases, you will receive a form to provide more information to conduct our Enhanced Due Diligence (“EDD”), as part of our Know Your Business (“KYB”) process.
We may suspend or terminate your Client Account as per Section 9.2 - Term and Termination below.
You may delete your Client 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 Client 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.
5. I have a Client Account! Now, how do the Payroll Services work? 🤔🧾🛎️
Payroll Services can be offered under a number of different fee models, namely: (i) a Software-as-a-Service (SaaS) subscription model (Global Seats); (ii) recurring service fee based on active contracts (Flex Seats); or (iii) a transactional service fee (membership). If you engaged Ontop as a Client under our former Ontop Platform Terms of Service, you may have been offered a membership pricing scheme in which monthly Ontop Fees were charged to you whenever you made compensation payments to Workers.
Global Seats is a Software-as-a-Service (SaaS) subscription plan through which we provide you with a license to access the Ontop Platform and use B2B Payroll Services. Through Global Seats, we grant you and your Workers the license referenced in Section 6.1 - License below. Each Global Seat allows you to hire, onboard, and pay an individual Worker under a single contract through our Platform. Each additional contract with the same Worker will require a separate Global Seat. If a contractual relationship with the Worker ends, a Global Seat with an active subscription can be used for new Workers. Global Seats are available for the You Sign and Ontop Signs Payroll Services only.
Clients can acquire a number of Global Seats and pay the subscription fees applicable to the respective Payroll Service business models (“Global Seats Subscription Fee(s)” or “Subscription Fee(s)”). We may provide list prices for Global Seats Subscription Fees and offer you discounted rates, depending on certain factors such as Global Seat volumes, subscription periods, among others. Subscription Fees are payable regardless of whether you use the Global Seats to hire Workers during any particular month or other designated period.
You will have access to a certain number of Global Seats for the period of time agreed upon with us (“Subscription Period”). You are bound by the term of the Subscription Period to pay for the Subscription Fees. If you choose to cancel your Global Seats subscription before the Subscription Period has ended, you will (i) not be eligible for a refund of Subscription Fees paid in advance or (ii) all future unpaid Subscription Fees for the remainder of the Subscription Period will become due and payable immediately, unless you have agreed otherwise in writing with us.
We may bill the Subscription Fees on a monthly or yearly basis, or another billing cycle as agreed upon otherwise in writing with us.
Flex Seats is the comprehensive Payroll Service and invoicing model designed for B2B Services. Under Flex Seats, you only pay for the active contracts you have in place with Workers, allowing you to dynamically manage your Worker contracts and associated costs.
You can create contracts on our Platform and pay the fees applicable to active contracts under the respective Payroll Service business models (“Flex Seats Fee(s)”). An “Active Contract” means a contract that has been created by you on our Platform and executed between you and your Worker(s), whether the start date is within the specific billing cycle or not. We may provide list prices for Flex Seats Fees and offer you discounted rates, depending on certain factors such as Flex Seat volumes, among others. Flex Seats Fees will be calculated on the base monthly compensation of a Worker under the Active Contract; any additional payments to the Workers will be subject to additional Ontop Fees. Flex Seats Fees are payable regardless of whether you make payments to Workers during any particular month, so long as you have an Active Contract with the Worker.
Clients will be invoiced Flex Seats Fees based on the given number of existing or created active contracts within a given month on the Ontop Platform. Each Client will have a unique monthly invoice issuance date, which is set once and can range from the 1st to the 28th day of every month, as agreed upon between Ontop and the Client (“Cutoff Date”). If you create a new contract or end an existing one after the Cutoff Date, we will bill you Flex Seats on a prorated basis with respect to the active contracts in question. Any changes to the Cutoff Date must be mutually agreed upon in writing by both Client and Ontop and may be subject to adjustments in the invoicing process.
Clients are responsible for ensuring compliance with the Active Contract termination process and for addressing any outstanding contractual matters accordingly. Failure to terminate Active Contracts through our Platform will result in continued charges of Flex Seat Fees. Under Ontop Signs, both the monthly compensation to the Workers and associated Flex Seats Fees will continue to be charged by us until the contract is properly terminated through our Platform.
At our sole discretion, any You Sign traditional contracts that have not been paid for more than ninety (90) days may be deactivated. This action may be taken without prior notice to you.
Under the You Sign Payroll Service, you can set contract terms by selecting from pre-set parameters using our contract generation tool, if you don’t already have your own standard contract templates. You can also use our Platform to upload and manage agreements that you have created and executed with your Contractors outside of our Platform. This contract automation is provided as a convenience to you. These parameters may include: Client and Contractor names and addresses; contract type; payment type; payment frequency; special clauses and jurisdiction; among others. As a Client, you can enter into three types of You Sign contracts on our Platform:
(i) Traditional: contracts that allow you to set recurring fixed payments (regular weekly/monthly payments) for Workers services;
(ii) Pay-Per-Task: contracts that allow you to pay Workers for a specific amount of time of services rendered or for completion of a specific task ; and
(iii) Results-Driven: contracts that allow you to assign projects to Workers with a specific amount payable per project completion.
Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.
We have no responsibility or liability with respect to the content, validity, or enforceability of any document created and/or executed by you and your Contractors outside our Platform, nor are we responsible or liable for any matters or disputes arising from any such document. Similarly, we will not be responsible or liable for documents uploaded to the Platform by you. You will assume full responsibility and liability for these documents and their content. It is your responsibility to consult with an attorney on any contract template available on and created from within our Platform or on any document created outside of and/or uploaded to the Platform. None of the clauses in any templates provided by us will be considered as imposed by us or restricting the freedom of contract and/or party autonomy of Clients or Contractors.
Under the Ontop Signs Payroll Service, you and your Contractors will be bound by our contract terms. We will act as the contracting party so there will be no contract between you and the Contractor. Same as the You Sign Payroll Service, you can enter into three types of Ontop Signs contracts on our Platform:
(ii) Pay-Per-Task; and
Similar to the You Sign Payroll Service, you will be able to set certain contract parameters by filling out a form on our Platform, which will be populated in our contract templates for signature by the relevant parties.
Under the EOR Payroll Service, we (or our partners) will draft employment agreements according to local labor laws and regulations of the country where the Employee resides and handle the signature process offline through an electronic signature platform. Once the employment agreement is signed it may be uploaded to our Platform for viewing by the Employee, if they have a Worker Account created under our B2C Terms. Since we (or our partners) are the contracting party no changes will be applied to our employment agreement templates other than certain contract parameters such as duration, salaries, and others.
Within the scope of the EOR Payroll Service, we (or our partners and/or affiliates) act as the official employer of any hired Employees. You may receive services provided by Employees but they are not considered your direct employees in any capacity. All legal and payroll management of Employees is handled directly by us or through our partners and/or affiliates.
Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary. You can securely store and manage multiple contracts in your Client Account organized by type, counterparty, and completion status. You can limit access to contracts and contract information to specific persons, companies, or groups within your Account. You can track each contract according to Client approval status and payment status.
In addition to the base compensation that you agree to pay to Workers, our Platform also allows you to make extra payments for things like variable compensation and reimbursement of expenses (“Extra Payments”). We only allow for extra payments if they are related to: (i) variable compensation such as commissions, bonuses and bonifications; or (ii) reimbursement of expenses that are directly related to the provision of services. Due to the nature of certain Payroll Services (especially those that involve an independent contractor relationship), no other extra payments are allowed. For the avoidance of doubt, the prohibition on unauthorized extra payments extends to payments to cover tax expenses, social security contributions, insurance fees and premiums, and any reimbursement or advance payment for products or services purchased by the Worker are not permitted. As a general rule, depending on the monthly Worker compensation and other criteria defined at our sole discretion, total extra payments in a given month will be limited on the Ontop Platform and may require additional approval from Ontop.
You will be able to make amendments and terminate contracts from within our Platform. For Ontop Signs Contractors, you may request that we modify or terminate our contracts with them, and these contractual modifications may be automated by us through our Platform. For EOR Employees, you will be able to request modifications and termination of EOR Payroll Services by contacting your Ontop point of contact.
As a Client, you can use our Platform to set up your preferred payment method for settling Ontop Invoices and payments to Workers. We accept the following methods of payment, among others: (i) wire transfer (US or international); (ii) automated clearing house (ACH) transfer; (iii) credit card; and (iv) crypto. Certain payment methods may not be available to all Clients. A detailed guide on How to set up a payment method can be found on our Website.
In exchange for providing B2B Services, we charge our Clients fees for the provision of B2B Services, as detailed in our Platform (“Ontop Fees” or “Fees”). Unless stated otherwise, we inform you of our standard fees for B2B Services through our sales team, which are updated from time to time. If we have offered you rates that are different from our standard pricing, they will be included in our commercial proposal, order form, service order or similar document. As stated in Section 3.1.4 above, our Fees are subject to change and we will inform you about related changes. Fee readjustments may be caused by various factors, including but not limited to changes in legislation of the countries involved, industry standards, or market conditions. Furthermore, any additional operations generated by the B2B Services, such as increased demand or enhanced scope, may also result in Fee adjustments.
Through our Platform, we generate and submit invoices to our Clients for our Fees (“Invoice”) and a payment summary on behalf of Workers when their compensation is due (“Payment Summary”). If there are Extra Payments to be made to Workers by a Client, these will be included in the respective Invoice, Payment Summary, or both. The due date for payment will be the one indicated on the respective Invoice.
In the event that you fail to make payment of an Invoice by the due date (“Late Payment”), you will be liable to pay us a late penalty based on the outstanding overdue balance (“Late Penalty”). Late Payments are subject to the Late Penalty and interest, whose calculation commences from the day following the due date until the actual payment date. The applicable interest rate for Late Payments will be the maximum rate allowed under the governing law and does not waive our rights to seek other remedies available under these Terms or applicable law for late payment or non-payment.
You are solely responsible to provide us with accurate information about your payments. We will be indemnified, held harmless and will not be liable for losses, claims, damages or expenses incurred by you arising from any incorrect payment made by us to a Worker as a result of inaccurate information provided to us by you. We will have no liability for unauthorized or incorrectly authorized and executed payment Client transactions made by us unless you notify us: (a) within a reasonable time period upon becoming aware of the unauthorized or incorrectly executed payment transaction; and (b) in any event, no later than thirty (30) days after the date of the payment transaction. You are solely liable for all the associated fees and losses tied to erroneous payment transactions caused by you, in addition to any fees or losses incurred to rectify such transactions. Under no circumstances will we assume financial liability related from any inaccuracies, unauthorized, or incorrectly authorized payment transactions caused by your error or mistake. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we will take steps to rectify the error within thirty (30) days or to reimburse yo8 for any losses incurred.
You are solely responsible for overdraft fees, insufficient funds fees, wire transfer fees and any other bank or payment institution fees that you may incur in making payments to us. In addition, you are responsible for making accurate payments of Ontop Invoices. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we will take steps to rectify the error within thirty (30) days, whether such error would result in a payment amount received which can be above or below the amount to be paid stated by the Client.
You are solely responsible for withholding taxes in the jurisdiction where your legal entity is incorporated. Ontop, as a US-based group of companies, has no responsibility to withhold taxes and will in no way accept that Clients withhold taxes for B2B Services.
The amount of any Invoice, and any Fees you owe us for B2B Services, are net of direct or indirect taxes, levies, withholding taxes or deductions.
We will in no way be liable to you, any taxation authority and/or third party for any losses or penalties, monetary or otherwise, arising from your failure to adhere to tax compliance obligations.
6. 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 B2B 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 under these Terms, subject to Section 9.6 - Disclaimer below.
Your access to our Platform and B2B Services is 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 Client Account, depending on the severity of the violation(s). Contracts removed from a Client Account may not be edited or restored.
Workers are subject to our B2C T&Cs. To the extent that these B2B T&Cs cover topics such as B2C Services, Worker Accounts and Financial Services available to Workers that use our Platform, the terms of the B2C T&Cs will apply.
Your access to and use of our Platform and B2B Services are subject to our AML/BSA Policy.
7. How does PrePay work? ⏩💰
If PrePay is enabled, you may be able to transfer funds to us for future payments of Ontop Invoices, which will be reflected in your Client Account on our Platform as a positive balance (“Prepaid Funds”). Prepaid Funds transferred to your Client Account are not interest-bearing and can only be used to cover Ontop Fees and pay Workers through the Ontop Platform.
You will be allowed to top-up Prepaid Funds in accordance with our internal policies, which will be subject to a predefined cap per top-up and/or total Prepaid Funds, which we can modify at our sole discretion and at any time.
Prepaid Funds may be held on the Ontop Platform for a period no longer than ninety (90) calendar days.
Prepaid Funds top-up transfers will be conducted exclusively via wire transfer. Automated Clearing House (ACH) transfers and credit card payments are prohibited for top-up transfers.
We reserve the right to approve or deny any Client request to enable PrePay at our sole discretion, in accordance with our compliance and risk management criteria.
Prepaid Funds are designated for the following purposes only: (i) compensating Workers in relation to Payroll Services, whether in relation to base compensation or additional payments for variable income or reimbursement of expenses; and (ii) covering Ontop Fees for B2B Services.
You can use the Prepaid Funds to settle any invoices within the Ontop Platform. If the Prepaid Funds are insufficient to cover the invoices selected by you, the Platform will decline the transaction, and you will be required to modify the payment transaction or transfer additional Prepaid Funds to Ontop.
Prepaid Funds are not considered deposits, as defined under financial regulations in the United States. Thus, they are not subject to any form of FDIC (Federal Deposit Insurance Corporation) insurance.
You are responsible for ensuring the availability of sufficient Prepaid Funds to meet your payment obligations to Workers and us. We may deduct our Fees from the Prepaid Funds prior to settling Worker compensation payments. We will not be liable for any consequences arising from insufficient Prepaid Funds to settle any payment obligations.
Prepaid Funds will be recorded by us as a liability (unearned revenue) until they are used by you to settle any outstanding Ontop Invoices or the Prepaid Funds are returned to your bank account of origin. You should consult with their financial advisors about the proper accounting treatment of Prepaid Funds. For the avoidance of doubt, the Prepaid Funds belong to you until you use the Prepaid Funds to settle outstanding Ontop Invoices or compensation payments to Workers.
You may request a refund of Prepaid Funds back to your bank account of origin. We cannot refund Prepaid Funds to any other account than the one that we received it from. Refund requests will be subject to the deduction of any applicable transfer fees; we may also charge administrative Fees at our sole discretion. We will not be responsible for any costs or charges associated with your refund request. Notwithstanding the above, in order to mitigate fraud risk, withdrawals within ten (10) days of our receipt of Prepaid Funds are prohibited unless previously approved in writing by our compliance team.
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/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 our Platform and B2B Services following notice of such changes will indicate your acknowledgement 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; and
- 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 our e-sign tool.
Subject to this Section, these Terms will commence upon your acceptance of these Terms and will remain in full force and effect while you use our Platform and/or B2B Services, including when you have active contracts or a positive balance of funds within our Platform. We may suspend or terminate your rights to use our Platform and/or B2B Services (including your Client Account) at any time for any reason and at our sole discretion, including for any use of our Platform and/or B2B Services in violation of these Terms. Upon termination of your rights under these Terms, your Client Account and right to access and use our Platform and/or B2B Services will terminate immediately. You understand that the termination of your Client Account may involve deletion of the content associated with your Account from our live databases. We 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 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 of these Terms 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 entered by and between you and 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 system 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 B2B 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 B2B 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 B2B 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 B2B 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 Worker or third party due to or arising from (a) your use of our Platform and/or B2B 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 OUR 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 B2B SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF OUR PLATFORM AND/OR B2B 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.
WE WILL IN NO EVENT BE LIABLE TO CLIENTS IN THE EVENT THAT YOU TREAT YOUR CONTRACTORS AS EMPLOYEES RATHER THAN INDEPENDENT CONTRACTORS, WHETHER CONTRACTED BY YOU OR DIRECTLY BY US FOR YOUR BENEFIT. WE ARE NOT RESPONSIBLE FOR THE OVERSIGHT OF OR FEE DETERMINATION RELATING TO YOUR RELATIONSHIP WITH YOUR CONTRACTOR(S). ANY AND ALL CLAIMS, LEGAL ACTION AND/OR LAWSUITS, RESULTING FROM THE CONTRACTORS’ MISCLASSIFICATION AND/OR YOUR IMPOSED WORKING CONDITIONS, WILL BE YOUR SOLE RESPONSIBILITY AND LIABILITY. YOU, YOUR SUBSIDIARIES AND YOUR AFFILIATE COMPANIES WILL UNDERTAKE TO ASSUME THE SOLE DEFENSE OF SUCH LAWSUITS AND FILE ANY AND ALL NECESSARY MOTIONS TO REQUEST THAT WE BE REMOVED AS A DEFENDANT IN SAID LAWSUITS. YOU WILL ALSO INDEMNIFY AND HOLD US HARMLESS FOR ANY AND ALL RELATED ATTORNEY’S FEES AND/OR COURT COSTS INCURRED AS A RESULT OF ANY LEGAL ACTIONS RESULTING FROM MISCLASSIFICATION OR CONDITIONS OF THE CONTRACTORS’ WORK IMPOSED BY YOU. THIS SECTION WILL NOT CAUSE PREJUDICE TO ANY RIGHT OF RECOURSE THAT WE ARE ENTITLED TO IN RELATION TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR AGGREGATE 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 related 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, B2B 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.
184.108.40.206 Agreement to Arbitrate. If informal attempts to resolve any dispute relating to your use of our B2B Services or Platform, including whether the claims asserted are arbitrable, are unsuccessful, you agree that the matter will be referred to and settled through final and binding arbitration in Miami/FL, United States of America, in the English language, before a single arbitrator (under the AAA Commercial Arbitration Rules, then in effect). The parties agree that the arbitrator is not empowered to award damages in excess of the limitations of liability specified under these Terms.
220.127.116.11 Enforcement. Judgment upon the award rendered by the arbitrator, including equitable relief, may be entered by any court that has jurisdiction. The arbitrator will have the power to enforce, to the fullest extent allowed under the law, any default judgment entered against you arising out of your non-payment of Invoices.
18.104.22.168 Injunctive Relief. Notwithstanding the above, in the event of your or others’ unauthorized access to or use of our B2B Services or Platform in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
22.214.171.124 Class Action and Jury Waiver. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, THE PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY DISPUTE ON A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR SIMILAR BASIS. ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.
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.
126.96.36.199 By You. These Terms and your rights and obligations under these Terms 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 these Terms will be null and void.
188.8.131.52 By Us. We may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions will be binding upon assignees. In any other cases, Ontop will require your prior written consent to assign the rights under these Terms.
184.108.40.206 Ontop Signs Contract Assignment. All commercial agreements under the Ontop Signs model 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 commercial agreement.
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to email@example.com. We are truly concerned in constantly improving your legal experience and welcome your feedback.