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🛣️ The journey to having access to payroll and financial services as a remote worker requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible.
These Ontop Platform Worker General Terms and Conditions (“Worker T&Cs” or “Terms”) govern your use of the Ontop Platform and any services provided to you as a Worker. “Ontop,” “we,” “us,” or “our” refers to Ontop Holdings Inc., a Delaware corporation based in Florida, and any of its affiliates.
THESE WORKER T&CS WILL REPLACE THE ONTOP PLATFORM TERMS OF SERVICE IN RELATION TO THE WORKER EXPERIENCE OF THE ONTOP PLATFORM AND ONTOP WORKER SERVICES FROM FEBRUARY 9, 2024 ONWARDS.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AND/OR WORKER SERVICES. THESE TERMS ARE NON-NEGOTIABLE.
YOU ACCEPT AND AGREE TO THESE TERMS BY DOING ANY OF THE FOLLOWING:
IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU CONFIRM THAT YOU ARE AUTHORIZED TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE PLATFORM, OR ANY OF OUR SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Ontop’s competitors are prohibited from accessing the Services, except with Ontop’s prior written consent.
These Terms apply from the date you accept them (the “Effective Date”) and continue until terminated as set forth herein.
PURSUANT TO SECTION 9.10.1 OF THESE TERMS, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS WAIVER SHALL NOT PREVENT EITHER PARTY FROM SEEKING PRELIMINARY OR INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION, WHERE APPROPRIATE.
We have given a summary of each section to give you a clear overview of what that section contains. These summaries are just for reference and do not form a part of the Agreement.
Certain words have specific meanings which are all set out in the Definitions section at the end of these Terms. We have included the meanings of certain words in some sections where it is important to do so.
Ontop Platform 💻 1
1. Let’s Begin! Overview of the Ontop Platform 🪂💻 3
2. Who or What is That? 🙋 Key Definitions 3
3. Overview of our Worker Services 🏋️🛎️ 4
4. Worker Onboarding 🏋️🔛🛹 7
5. I have a Worker Account! Now, how do the Payroll Services Work? 🤔🧾🛎️ 13
6. Your Access to our Platform 🎟💻 16
7. Acceptance of Ontop as your Payment Agent 💸 17
8. Changes 18
9. General Legal Terms 18
1. Let’s Begin! Overview of the Ontop Platform 🪂💻
Summary: This section introduces Ontop and its global operations.
Ontop and/or its affiliates and subsidiaries (“Ontop Group”) offer their products and services through the Ontop Platform. By creating a Worker Account and accepting these Terms, you gain access to the Ontop Platform under the terms set out in these Worker T&Cs. From time to time, Ontop or other members of the Ontop Group may provide you with Ontop Services under separate Service Schedules and/or a Statement of Work (“SOW”), each of which incorporates the terms of this Agreement by reference.
Ontop is not licensed as a bank in the US and does not provide banking services. Ontop Holdings Inc. is registered with the Financial Crimes Enforcement Network (FinCEN) and renews its registration annually.
Ontop collaborates with Regulated Institutions that may directly provide specific services to you. These Regulated Institutions operate in compliance with applicable local financial regulations. A summary of the Ontop Services, the Regulated Institutions involved, and links to the applicable Service Schedules and/or SOWs may be provided via the Platform or directly by Ontop. The fees associated with these services are detailed in the applicable SOW or Fee Schedule.
2. Who or What is That? 🙋 Key Definitions
Summary: This section explains key terms used throughout these Terms.
“Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to, and/or manage its relationships with Workers.
“Client Services” means 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 Services includes Payroll Service, available Financial Services, and payment management services.
“Compensation” means the payment that the Contractor receives from the Clients and/or payment from Ontop to the Contractor to provide services to Ontop or the Clients.
“Contractor” is an individual or legal entity that performs services for the Clients as an independent contractor.
“Contractor of Record” or “COR” means either Ontop Signs or Contractor Pro business model. You may find this terminology on the Platform.
“Direct Hiring” means You Sign business model. You may find this terminology on the Platform.
“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 who is hired by Ontop or its partners under our EOR payroll service in accordance with local labor laws to provide services to the Clients.
“Financial Services” means any available financial services offered by Ontop to you, including but not limited to Worker Wallet, Ontop Card, Card Account, Client Account, Worker Account, subscription plans, and other financial services.
“Ontop Fees” or “Seats” means fees charged by Ontop to the Client for access to and use of the Platform, including but not limited to any variable fees, Membership, Global Seats Subscription Fee(s), and/or Flex Seats Fee(s).
“Ontop Platform” or the “Platform” means the proprietary software as a service (“SaaS”) platform available via login through the Ontop Website and through mobile apps available on Apple iOS and Android, among others.
“Ontop Services” or the “Worker Services” means any Payroll Services, Financial Services as set forth in Section 3 of these Terms, or any other services provided by Ontop to you.
“Ontop Total Fee” means all fees payable by the Client to Ontop, encompassing but not limited to Ontop Fees, Payroll Fee, and any other fee due by the Client to Ontop, including but not limited to any variable and transactional fees associated with services provided by Ontop.
“Ontop Website” or the “Website” means the app and website located at www.getontop.com.
“Ontop Worker Wallet” or “Worker Wallet” means the electronic or digital wallet account available to Workers from within the Ontop Platform that allows you to receive Compensation payments from Clients and make electronic transactions to your own personal account(s) or to third-party accounts.
“Payroll Fee” means a fee charged by us to the Client in connection with the Ontop Signs, Employer of Record (EoR), and/or Ontop Contractor Pro services for managing and facilitating the Worker’s engagement and its services rendered pursuant to an SOW created by the Client or employment agreement. The Payroll Fee may be calculated based on the Workers' compensation specified in the (i) SOW under the ICA and/or CPro Agreement; and/or (ii) employment agreement under the EOR business model.
“Regulated Institutions” means banks, payment service providers (PSPs), electronic money institutions, or other financial institutions that are duly authorized, licensed, or registered to provide financial services in their respective jurisdictions, and that are subject to regulatory oversight by a competent financial authority.
“User”, “you”, and “your” mean any person with authorization to access an Ontop Worker Account, which includes Workers and their representatives, among others.
“Worker” can mean a Contractor or Employee, as an individual or legal entity. In cases where the context permits it, Worker will be used as a general term, and when specifically required, we will use Contractor or Employee.
“Worker Account” or “Account” is the user account that a Worker can create on the Ontop Platform and use for the purposes of engaging Worker Services.
“Worker Services” or the “Services”, within the context of these Terms, are the payroll and financial services available to Workers on the Ontop Platform.
3. Overview of our Worker Services 🏋️🛎️
Summary: You may access Ontop’s Payroll and Financial Services based on your engagement model and availability. You must use these services according to applicable terms, limitations, and local regulations.
The Worker Services that we provide to Workers through our Platform can be divided into two main segments: (i) payroll services; and (ii) financial services.
Our payroll services aim to enable Workers to provide services and receive their Compensation payments from Clients or from Ontop (“Payroll Services”). Depending on the type of relationship, Ontop acts as a payment agent, contracting party, or both. The business models covered by our Payroll services include: (i) “You Sign”; (ii) “Ontop Signs”; (iii) “Ontop Contractor Pro”; and (iv) Employer of Record (EOR). Payroll Services may not be available in certain locations, depending on the countries and/or jurisdictions involved.
Under the You Sign business model, Contractors engage Clients directly. We act as a payment agent to make payments of the Contractor (payee) to receive payments of Compensation received from Clients (payor) to Contractors in their Ontop Worker Wallet, unless agreed otherwise specified, or the Contractor is located in a jurisdiction where the Ontop Worker Wallet is not available. 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 to deliver the services to Clients. We make Compensation payments to Contractors directly in their Worker Wallet in our capacity as a contracting party, unless agreed otherwise specified, or the Contractor is located in a jurisdiction where the Ontop Worker Wallet is not available.
Under the Ontop Contractor Pro business model, you, Ontop, and the Contractor enter into an agreement by which Ontop provides payroll, staffing, platform access, and availability to Ontop Financial Services. Ontop also facilitates the Contractor’s service and handles payment of the Contractor’s Compensation in the Contractor’s Ontop Worker Wallet unless otherwise specified or if the Ontop Worker Wallet is unavailable in the Contractor’s jurisdiction. We may also assist you in generating statements of work and tax forms in the United States and issuing certificates or other legal documents directly related to Ontop Contractor Pro services.
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 accept local bank accounts or to the Worker Wallet, subject to the limitations of local authorities and the express authorization of the Employees.
3.1.5 Updates to Payroll Services 🆙📅🧾
We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Payroll Services and business models we offer, their respective fees and pricing, and the countries in which they are offered.
Our financial services have been created to give Workers financial freedom in relation to the payments they receive under our Payroll Services, which include, but are not limited to, the following: (i) Ontop Worker Wallet; (ii) Ontop Card; (iii) Subscription Plans; and (iv) Funding Solutions (“Financial Services”).
WWorkers may have access to the Worker Wallet, whose use is subject to the Worker Wallet Terms of Service.
Workers may be able to apply for a prepaid physical or digital card (“Ontop Card” or the “Card”). If you choose to apply for an Ontop Card, your use will be subject to the Ontop Card Terms of Service.
As a supplementary service to the Worker Wallet, Ontop Card, or both, Workers will be able to subscribe to plans offering them premium benefits such as cashbacks, a physical Ontop Card, among others (“Subscription Plans”). As a user of the Worker Wallet and/or Card, you consent that we may make you offers to subscribe to Subscription Plans. The Subscription Plans will be subject to the terms and conditions of each respective plan, which include, among others: (i) Wanderlust and (iv) Reserve. Workers cannot subscribe to more than one Subscription Plan at the same time. You can opt out or unsubscribe from Subscription Plans at any time. Wanderlust is no longer available for new subscriptions. Ontop reserves the right, in its sole discretion, to modify, amend, adjust, or discontinue any Subscription Plan at any time, with or without prior notice. Any modification, amendment, adjustment, or discontinuation of any Subscription Plan will not affect your use of the Worker Wallet and/or Ontop Card.
We may offer Workers services that allow them to borrow money or receive payment advances (“Funding Solutions”). Funding Solutions will be subject to (i) the terms and conditions of Ontop Peak; and (ii) the terms of the separate agreement entered into between you and us regarding our cash advance service (“Ontop Quick”). We reserve the right to provide you with Funding Solutions at our sole discretion.
We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Financial Services we offer, their respective fees and pricing, and the countries in which they are offered in accordance with the provisions of US consumer laws.
Upon availability of this feature, we may allow the employees of the Client companies to create a Worker Account for the purposes of providing Financial Services to them, but they are not engaging our Payroll Services as Employees hired under the EOR business model and will have different provisions applicable to them.
From time to time, we may invite you to try certain services, features or functionality that we may make available to you for evaluation or testing purposes only (and not for production use), which are designated as beta, test, pre-release, limited-release, developer preview, non-production, or any other similar description (“Beta Test Services”). You may accept or decline to engage Beta Test Services at your sole discretion. Beta Test Services are provided for evaluation purposes and not for production use, may contain bugs or errors, and may be subject to additional terms. BETA TEST SERVICES ARE NOT CONSIDERED “SERVICES” UNDER THESE TERMS AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We reserve the right to modify, update, or discontinue Beta Test Services at any time and at our sole discretion, with or without prior notice.
4. Worker Onboarding 🏋️🔛🛹
Summary: You must provide accurate information to open and maintain your Worker Account. You're responsible for its security, and we may suspend or close it if misuse or legal issues arise.
Important information on Procedures for opening a new Worker Account:
To help the US Federal Government and applicable governmental authorities fight the funding of terrorism and money laundering activities, US Federal law requires us to obtain, verify, and record information that identifies each person who opens an account.
To use our Platform, you need to register for a Worker Account and provide certain information about yourself upon registration. You can create a Worker Account: (1) as a Contractor or (2) as an Employee. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will inform us about any changes in your tax residence or any events that may have a material effect on your overall tax situation.
As a Contractor, you will receive an email inviting you to review and sign a contract with a Client or Ontop. To sign the agreement, you must sign up for an Ontop Account on our Platform with the same email.
As an Employee, you will receive an email from the Ontop Platform informing you that you have been invited to participate in the KYC process. Due to the nature of employment relationships, Employees may be subject to the requirements of local laws and regulations in conducting the KYC process. After completing the KYC process and receiving final approval, you will be able to view your contract summary on our Platform.
To create a Worker Account, you will provide us with the following information:
(i) As an individual Contractor or Employee, you will be asked to provide your: name; country of residence; nationality; type of document; residence document number; tax ID; tax residence, and tax situation information, and other data strictly required for identity verification and legal compliance as detailed in our Privacy Policy.
(ii) As a company Contractor or representative of a legal entity, the Contractor will be asked for corporate information and that of its legal representative(s), beneficial owners, and controlling persons.
(iii) This information will be used to conduct Ontop due diligence as part of our Know Your Customer (“KYC”) process if you are an individual Contractor or Employee, or as part of our Know Your Business (“KYB”) process if you are a company Contractor. After completing the KYC/KYB process and receiving final approval, you can continue with the onboarding process.
We and any of our financial partners may use this information to perform due diligence and background check-up procedures on you before creating an Ontop Account. We use US Export Controls and Sanctions (as defined below), including but not limited to the OFAC sanctions list, among others, and we also have partnerships with different background check providers.
4.1.1.5 Your personal information, including the results of any background checks, will not be shared with Clients without your sconsent.
If a Client requests access to this information, we will notify you via the Platform or email. This notification will specify which Client is requesting the information and what specific data they wish to review. You will then have the choice to approve or deny the request. Your decision will not affect your Ontop Account status, although a Client may make their own decisions based on your choice.
Ontop, at its sole discretion, may suspend or terminate your Worker Account at any time without prior notice as per Section 9.2 - Term and Termination below.
You may delete your Worker Account at any time, for any reason, by following the instructions available from within our Platform.
When you delete your account, we will remove information that we are not legally required to retain. Please note that certain information, including data related to identity verification and financial transactions, must be retained for a specific period to comply with global anti-money laundering and financial regulations, as detailed in our Privacy Policy.
As a user of our Platform, you have rights over your personal data. Subject to applicable law, these rights include: (i) The Right of Access to a copy of your personal data; (ii) The Right to Rectification to correct inaccurate information; (iii) The Right to Erasure (or "Right to be Forgotten") of your personal date; (iv) The Right to Restrict Processing of your personal data in certain circumstances; (v) The Right to Data Portability to receive your data in a machine-readable format; (vi)The Right to Object to certain types of processing.
You can find detailed information about these rights and the process for exercising them in our Privacy Policy.
You are fully and solely responsible for the security of your Account and for maintaining the confidentiality of your login and Account information and the activities that you carry out on your Account. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your Account, loss of a mobile device, or any other breach of security or the use of the dynamic token; , without prejudice to our own statutory obligations to secure our Platform.
In the event of the loss of a mobile device, we highly recommend also blocking the dynamic token by accessing the platform through the browser. We will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must take reasonable steps to ensure that your electronic devices are secure from any type of malware, such as viruses, scams, spam, phishing, hacking, or any other forms of cyber threat. Such steps include, but is not limited to:
Each Ontop account is personal to the user for whom it is created. Account sharing is strictly prohibited and may result in termination of service access. It is imperative to keep passwords and other authentication mechanisms confidential and stored securely, avoiding any easily accessible or clear-text formats.
You agree to immediately notify us through our customer support at support@getontop.com or the Ontop Contract Center of any unauthorized use or suspected unauthorized use of your Account or any other security issues or compromises, including those related to password or the use of 2FA. In the event of the loss of a mobile device or loss of e-mail access, we highly recommend also blocking the dynamic token by accessing the platform through the browser and communicating with the customer support, or the Ontop Contact Center. We will not be liable for any loss or damage arising from your failure to comply with the above requirements, including loss of funds from Client Balance, as defined in Section 7 of these Terms.
4.1.4.1. Limitation of Ontop’s Liability on Account Security
Ontop is committed to maintaining the security of the Ontop Platform, Payroll Services, and Financial Services, including the Worker Wallet, Ontop Card, and Card Account. Despite our efforts to provide a secure environment, we are not liable for losses or damages, including the loss of funds, resulting from unauthorized access or transactions due to your failure to secure your account credentials or devices. It is your responsibility to safeguard your passwords, devices, and any other means of accessing your account to protect against unauthorized access. You must report any unauthorized transactions or security breaches within two business days to limit your liability to $50. Failure to report unauthorized transactions within 60 days of receiving your transaction statement may result in greater liability. Ontop will only be liable for losses resulting directly from our misconduct or gross negligence in maintaining the security of our services. We are not liable for losses where the unauthorized transaction or access results from any action or inaction on your part that violates our security guidelines or your obligations under these Terms.
Engaging in activities that violate Federal laws related to information protection, including but not limited to hacking, phishing, and spamming, is strictly prohibited. Violators will be subject to prosecution by the appropriate Federal law enforcement agencies. Violations leading to unauthorized access or damage to Ontop systems, Platform, Payroll Services, or Financial Services may result in legal consequences under Title 18, U.S. Code, potentially including fines and imprisonment.
4.1.6. Your Security Acknowledgments.
4.1.6.1 Proactive Security Measures: You acknowledge that Ontop employs proactive security measures to safeguard the integrity of the Ontop Platform, including but not limited to robust authentication methods, secure communication protocols, and continuous monitoring of transactions. These measures are designed to protect against unauthorized access and fraudulent activities.
4.1.6.2 Security Compliance: You acknowledge and agree that you will adhere to all security requirements and recommendations outlined in these Terms, as well as any additional guidance provided by Ontop, to protect your access credentials from phishing or other fraudulent schemes. This adherence is essential for safeguarding your account and the integrity of your transactions.
4.1.6.3 Reporting Unauthorized Transactions: You acknowledge and agree to immediately follow the steps outlined in Section 4.1.4.1 of these Terms in the event of any unauthorized transfer or suspicion thereof. This includes promptly notifying Ontop within the timeframe specified to ensure limited liability. Failure to report unauthorized transactions in a timely manner may increase your liability for any resulting losses.
4.1.6.4 Notifications of Transactions: You acknowledge that Ontop will provide notifications and/or receipts for each electronic transfer you initiate. These notifications may be delivered through various channels, including email, SMS, WhatsApp, and mobile notifications. It is your responsibility to ensure that Ontop has up-to-date contact information to receive these notifications promptly.
4.1.7. Worker Account Registration Information
We reserve the right to modify the information required for Workers to provide in order to create and/or maintain a Worker Account and/or for the purposes of conducting periodic KYC and/or due diligence processes from time to time and at our sole discretion. We may, from time to time, request additional tax information depending on your country of residence. When required to provide our Worker Services, we may share your information with third parties in accordance with our Privacy Policy. In addition, Workers expressly and unequivocally consent to us sharing their personal information, including the results of background checks, with Clients in the event that Clients make a written request to provide them with this information. If Ontop exercises its rights, we will notify you and transfer any available funds in your Worker Wallet to your registered personal bank account. If no bank account is registered, we will contact you to provide a bank account within five (5) business days. We also reserve the right to terminate access to our services if we believe that you have violated these Terms, the Worker Wallet Terms of Service, or the Ontop Card Terms of Service, engaged in illegal activities, or acted inconsistently with our security requirements. Ontop will not be liable for any resultant damages to you or any third party.
Ontop reserves the right to terminate access to our services, delete any content posted without notice, and take necessary legal actions if we believe that you have violated these Terms, engaged in illegal activities, or acted inconsistently with our security requirements. Ontop must not be liable for any resultant damages to you or any third party. If Ontop exercises its rights, we will notify you and transfer any available funds in your Ontop Worker Wallet to your registered personal bank account. If no bank account is registered, we will contact you to provide a bank account within five (5) business days.
5. I have a Worker Account! Now, how do the Payroll Services Work? 🤔🧾🛎️
Summary: You manage contracts and receive payments via Wallet or bank. You're responsible for taxes. Payments may be delayed, adjusted, or lead to a negative balance. You can escalate unresolved issues. Ontop is not liable for incorrect information you provide or issues caused by third parties.
Once you finalize the account registration and the KYC is approved, you will be able to sign your contract(s) through our Platform. If the Client doesn’t automate your contract on our Platform, there will be no need for a signature process through the Platform.
Once your contract is active on our Platform, you will be able to view all of the appropriate details in the contract summary. If you have signed your contract off-platform, certain details may be available for viewing within the contract summary.
In the event that the original terms of your contract are changed along the way, you may receive emails and/or notifications to sign an amendment to your contract.
Termination of your contract may occur through our Platform. For contracts signed under Ontop Signs, governed by the Independent Contractor Agreement (“ICA”) and applicable SOW, or under Contractor Pro, governed by the Contractor Pro Master Service Agreement (“CPro Agreement”) and applicable SOW, either Ontop or the Client may initiate termination. You may also initiate termination by communicating in writing to Ontop through Support via in-app chat, WhatsApp +1 (786) 655-8772, or email at support@getontop.com. Ontop may terminate the ICA and/or CPro Agreement if the Client fails to pay any of the fees that encompass Ontop Total Fees, including but not limited to Ontop Payroll Fees and Ontop Fees. For contracts signed under the You Sign model, Ontop is not a party to your agreement and does not control or terminate your engagement with the Client. However, Ontop may notify you of the Client’s decision to terminate the agreement with you. Ontpo may, at its sole discretion, without prior communication, also suspend your access to the Platform. For additional terms related to contract and Platform termination, see Section 9.2 – Term and Termination.
5.1.6.1 Contractor’s Tax Responsibility. The Contractor is solely responsible for any taxes and other costs or expenses attributable to the Compensation payable for the services provided under the CPro Agreement and/or ICA and its respective SOW. This includes, without limitation, income taxes, self-employment taxes, social security contributions, and any transaction, registration, or document-based taxes (such as stamp duties or similar levies) that may apply under the laws of the jurisdiction where such services are performed, the agreement is executed, or the Contractor is located.
5.1.6.2 Determination and Remittance. The Contractor shall be solely responsible for determining, reporting, and paying any such taxes to the appropriate authority. Unless strictly required by law, Ontop shall have no obligation to assess, withhold, file, or remit any such taxes, nor to assist the Contractor in complying with such requirements.
5.1.6.3 Independent Business Activity. All business transacted in the Contractor’s country of residence or operation shall be transacted solely by the Contractor in their own name and not as an agent of Ontop, its clients, or the Client. Ontop shall bear no liability whatsoever for any such obligations.
5.1.6.4 Withholding Taxes. If any law requires taxes to be withheld from payments, Ontop may deduct such taxes and must remit them to the appropriate tax authority. Ontop is not required to gross up the Compensation so that the Contractor receives the net amount, unless the Client has grossed up the payment to Ontop for that specific purpose so that the net amount received by Ontop equals the original amount specified before any withholdings.
5.1.6.5 Platform-Generated Tax Forms. We may use your Worker Account information to generate tax documents. However, we will not be responsible or liable for providing you with income tax returns or any tax or foreign exchange forms. We do not make any guarantees as to the accuracy or correctness of any tax forms generated by our Platform, since they are filled out based on your Account information.
Employees will receive their contracts off-platform and through an e-signature platform envelope before their starting date as an Employee. FTEs will be required to sign their contract as a requirement to begin performing services.
After the Employee contracts are signed, they will be uploaded to the Platform, and you will be able to view all of the appropriate details in the contract summary.
If your Client, Ontop, or Ontop’s partner wants to amend your contract, they will do so off-platform, and it will be uploaded to the Platform, and the contract summary will be updated accordingly. If Employees want to amend their contracts, they will need to contact the employee-manager assigned to them directly. The employee manager will then take care of managing the request.
Employee contract termination will be done off-platform. The Employee will receive a formal notification if the employer decides to terminate the contract. If Employees want to terminate their Contracts, they will need to contact the employee-manager assigned to them directly and submit a resignation letter to formalize the termination. All associated documentation, including termination letters or separation forms, will be managed through an off-platform e-signature solution. For more information, refer to Section 9.2 – Term and Termination.
Your access to our Platform and Worker 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 your Worker Account, Worker Wallet, Card, or any other Services you may use, depending on the severity of the violation(s). Contracts removed from a Worker’s account may not be edited or restored.
Ontop may generate invoices for you and/or on your behalf through the Ontop Platform, when necessary. You expressly authorize Ontop to generate invoices on your behalf for the Services you rendered to Ontop or to the Client.
5.5.1 You Sign, Ontop Signs, and Contractor Pro
Unless stated otherwise or restricted by legal, compliance, or product limitations, your Compensation will be paid through the Worker Wallet. If you receive your Compensation off-platform under an Out-of-Wallet (“OOW”) arrangement, the funds will be transferred to the personal bank account you designated and/or confirmed to us via Platform, or other written communication. To receive payments either in the Worker Wallet or OOW, you must first complete the KYC process and have your bank account duly verified and approved on the Platform. Failure to complete the KYC or verify your account will result in the inability to receive Compensation through either the Worker Wallet or OOW. If your contract is denominated in local currency and your Compensation is paid OOW, the disbursed amount will correspond to the USD value displayed in your invoice converted using Ontop’s internal FX rate applicable at the time of disbursement. Ontop will always endeavor to send the full payment amount. However, costs outside of Ontop’s control may apply and be passed on to you. Where foreseeable. You acknowledge and agree that (i) you are solely responsible for any additional transactional fees, intermediary banking fees, or other charges associated with OOW payments and/or Compensations (ii) Ontop shall not be liable for any difference between the applied FX rate and the final amount received in your designated bank account in local currency. For more information regarding fees, please consult the Fee Schedule.
5.5.2 Employer of Record (EOR)
5.5.2.1 Payments. Employees will receive payments OOW in the country where they reside and in the local currency of that country in accordance with their employment contracts. If available and applicable, Ontop may offer Employees the option to access the Worker Wallet, subject to local regulations and availability. Wallet access will only be granted after the initial payment is processed in accordance with applicable salary payment laws and all required withholdings have been made.
5.5.2.2 Employee Eligible for Wallet. Employees eligible for Wallet transfers may choose to allocate part or all of their salary to the Wallet. To reverse this decision, you must notify Ontop at least two (2) business days prior to the salary payment date. Requests received after that cutoff will apply to the following payment cycle.
5.5.3 Out-of-Wallet (OOW)
5.5.3.1 Pursuant to Section 5.5.1, if you receive payments under an OOW model, Ontop will deliver payments to your designated external bank account instead of the Worker Wallet. In such cases:
(i) You acknowledge that additional fees may apply, including charges imposed by Ontop, affiliates, Regulated Institutions, and payment service providers. These fees may include fixed and percentage-based charges, which you agree to bear.
(ii) You understand and accept that FX rate fluctuations between the payment request and settlement may result in gains or losses, which you assume as part of the service.
5.5.3.2 By accepting OOW payments, you expressly waive, release, and discharge any right to claim against Ontop or Clients for losses resulting from applicable fees or FX volatility.
5.6.1 Payment Processing Delays
You acknowledge that payment timelines may vary depending on the payment method, banking partners, and jurisdictional requirements. Payments may be delayed due to anti-money laundering (AML) or Know your customer (KYC) reviews, FX settlement windows, regulatory requests, holidays, compliance requirements, fraud checks, third-party provider issues, internal reviews by the payment processors, operational downtimes, local or international holidays, or other service disruptions beyond Ontop’s control. Ontop shall not be held liable for payment delays caused by third-party payment service providers, Regulated Institutions, ACH processors, SWIFT networks, correspondent banks, or other providers that place transactions on hold to request further information or documentation. Ontop may notify you of any delays once identified by Ontop, and Ontop will make commercially reasonable efforts to facilitate timely resolution. However, Ontop shall not be responsible for any losses, penalties, interest, exchange rate fluctuations, or additional costs that arise due to such delays outside of Ontop’s direct control.
5.6.2 Payment Refusal
In the event Ontop identifies suspicious activity, it may refrain from completing the transfer. The Worker shall be responsible for any fees or costs resulting from the failed transaction. Ontop may recover such amounts by deducting them from the Worker Wallet or by applying a negative balance as set forth in Section 5.8.4 of these Terms.
5.6.3 Client Payment Delays
You understand and accept that Ontop is not liable for delays caused by a Client’s failure to provide timely funding and/or payment of its obligations. Payments to you may only be executed after Clients have fully funded the transaction and satisfied all applicable KYC/AML requirements and contractual requirements with Ontop.
5.6.4 Deductions
You acknowledge and agree that Ontop may deduct, and Clients may request deductions, from your Compensation for reasons including, but not limited to, penalties for missed deadlines, clawbacks, reimbursement of advances, and missed work hours or days. You expressly consent to and authorize both the Client and Ontop to apply such deductions either (a) directly from your Worker Wallet; or (b) from the Compensation specified in the SOW under: (i) the ICA of Ontop Signs, as set forth in Section 3.1.2; (ii) You Sign, as set forth in Section 3.1.1; or (iii) the CPro Agreement of the Ontop Contractor Pro, as set forth in Section 3.1.3. This authorization also includes, without limitation, deductions for amounts mistakenly credited to your Wallet or Compensation account, outstanding balances from prior services, or any Client-requested deduction pursuant to this clause. Ontop shall not be liable for any dispute, claim, or loss arising from or related to such deductions and may rely on your authorization herein to process them without further notice. You remain solely responsible for resolving any disagreement with the Client regarding the basis, amount, or validity of such deductions.
5.7.1 Liability
You acknowledge and agree that Ontop shall not be liable for any payment or transfer made based on incorrect or incomplete information provided by you. If funds are sent to an erroneous account, Ontop will make reasonable efforts to assist in recovery but assumes no responsibility for loss or related fees. If the transaction is completed based on the information you supplied, it will be deemed final and properly executed, even if such information is incorrect, incomplete, or inaccurate.
5.7.2 Fees
You further acknowledge and agree that Exception Fees may apply to payments or transfer attempts involving incorrect details, banking issues, or rejected transfers. For more details, refer to the Fee Schedule published on the Website at www.getontop.com/fee-schedule.
5.8.1 Unauthorized Debits
If you believe a debit was incorrectly applied to your Wallet or personal bank account from Ontop, or if you identify an unauthorized transaction initiated by Ontop, you must notify us in writing within sixty (60) days of the transaction’s posting on your account statement or in your Wallet history. Ontop will treat such cases as potential errors, narrowly defined to include unauthorized transfers, incorrect amounts, duplicate charges, or omissions. Notwithstanding above, the Section 4.1.4 of these Terms shall exclusively govern any unauthorized debit that arises from, or is related to any type of malware, such as viruses, scams, spam, phishing, hacking, or other forms of cyber threat.
5.8.2 Investigation Process and Correcting Entries
Upon receipt of your notice, Ontop will initiate an investigation and provide a response within ten (10) business days. If additional time is required, Ontop will provisionally credit the amount in question to your Worker Wallet or to your most recently registered personal bank account within two (2) business days. Ontop will complete the investigation and issue a final determination within forty-five (45) calendar days. If Ontop confirms that an error occurred, it will correct your Worker Wallet balance or issue a refund to your personal bank account within one (1) business day following the resolution. If Ontop determines that no error occurred, Ontop will (i) deduct any extra amount transferred to you in the next payment received through Ontop; (ii) notify you in writing; and (iii) provide access to the documentation used in its investigation upon request.
5.8.3 Erroneous Credits
If Ontop, an Ontop Group entity, or a Regulated Institution mistakenly credits funds to your Wallet, personal bank account, or crypto wallet, you authorize Ontop to recover the overpayment by debiting your Wallet or deducting the funds from your Worker Wallet and/or future payments through the Platform. We may notify you in writing of the adjustment, which you may dispute within ten (10) business days from the date of notification.
5.8.4 Negative Balances
You acknowledge and agree that your Worker Wallet or Platform balance may become negative in certain circumstances, including but not limited to system errors, processing failures, foreign exchange losses, provider delays, or accidental over-crediting. In such cases, you authorize Ontop to recover the amount owed by deducting it from future payments or requiring immediate repayment. Ontop may, at its sole discretion, suspend or restrict your access to the Platform until the outstanding balance has been resolved. You also acknowledge that Ontop is not responsible for any errors or mistaken payments made by the Client. Ontop will only be liable if Ontop was solely responsible for the mistaken execution of the payment.
If you experience a payment-related issue, please first contact Support via in-app chat, WhatsApp +1 (786) 655-8772, or email at support@getontop.com. If not resolved within ten (10) business days, you may escalate the issue to our Legal or Compliance teams at legal@getontop.com. If the issue remains unresolved, you may initiate legal actions as outlined in Section 9.10.2. Ontop will cooperate in good faith throughout the escalation process.
6. Your Access to our Platform 🎟💻
Summary: You receive a limited license to use the Platform. You must comply with policies on acceptable use, privacy, cookies, AI, and AML/BSA. Ontop may update or restrict access and is not liable for third-party Marketplace services.
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 Worker Services.
We reserve the right, at any time, to modify, suspend, or discontinue our Platform with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of our Platform or any part of it.
We will make all reasonable efforts to provide you with support and assistance when using our Platform. We provide support on a case-by-case basis, subject to Section 9.5 - Disclaimer of Warranty below.
Your access to our Platform and Worker Services is subject to our Acceptable Use Policy.
6.4.2 Cookie Declaration
By using the Services, you acknowledge the use of certain “cookies” on your device. Cookies may be necessary for the proper functioning of the website, the Platform, and the app. You may change your cookie preferences at any time on the Ontop website. Review our Cookie Declaration here.
Your access to our Platform and the data and/or information you provide when creating or maintaining your Worker Account are also governed by our Privacy Policy, which is incorporated into these Terms by reference.
Ontop reserves the right to use artificial intelligence, machine learning models, biometric data (such as facial recognition or liveness detection via specialized third-party vendors), and other automated technologies to enhance the security, fraud prevention, and compliance capabilities of the Platform. These technologies may be used to verify identities, detect suspicious activity, ensure regulatory compliance (such as KYC and AML obligations), and protect user data. By using the Platform, you expressly consent to the use of these technologies as described in the Privacy Policy and as permitted under applicable law. Certain Platform features may also rely on and/or utilize automated tools, including large language models (LLMs), to support several business functions.
In limited cases where an automated system makes a decision that significantly impacts you (e.g., temporarily restricting account access), you have the right to request human intervention.
6.4.4 Cross-Border Data Transfers
Ontop may transfer, process, and store your personal data outside the country in which it was originally collected, including in jurisdictions that may not provide the same level of data protection, as well as share it with the Client, Regulated Institutions, and Vendors under specific circumstances and for the purposes disclosed in the Privacy Policy. These transfers will be carried out in accordance with applicable data protection laws and Ontop’s Privacy Policy. Where required by law, Ontop will implement appropriate safeguards, including the use of Standard Contractual Clauses (SCCs), international data transfer agreements, or other legally recognized mechanisms to ensure an adequate level of protection for personal data transferred across borders.
6.4.5 Use Behavior Analytics
By using the Ontop Platform, you acknowledge and agree with that. We may use behavioral analytics tools, including session recording and heatmap technologies, to monitor, collect, and analyze your interactions for purposes such as improving the user experience, detecting technical issues, and enhancing platform performance.
These tools may collect data such as clicks, scrolls, keystrokes, navigation patterns, and system information. We may share this information with marketing vendors, social media companies, and analytics partners. Such sharing may be considered “selling” or “sharing” under certain privacy laws. For details on how we use your data, your rights, and how to opt out, please refer to our Privacy Policy, Cookie Declaration, and Opt-Out Portal. By continuing to use the Platform, you agree to these Terms.
6.4.6 Opt-Out
6.4.7 Disclaimers ⚠️
By using our Platform and Worker Services, you acknowledge and agree that you have read and is aware of our legal disclaimers: (i) General Disclaimer; (ii) Tax Disclaimers; (iii) Crypto Disclaimers; (iv)Cookie Declaration; and (v) Solicitation and Promotion Rule Disclaimer.
6.4.8 🙅🏻♂🧺 Anti-Money Laundering and Bank Secrecy Act (AML/BSA) Policy
Your access to and use of our Platform and Worker Services are subject to our AML/BSA Policy.
6.4.9 Marketplace Services ( Explore) Disclaimer
Workers may have access to certain products and services offered by third-party vendors listed on Ontop app, under the Ontop Explore section subject to the Marketplace terms (the “Explore”). These offerings may include, but are not limited to, perks, discounts, purchase benefits, courses, insurance, bill payment, lending, and investment-related services. You acknowledge that:
(a) Ontop IS NOT a broker-dealer, insurance broker, investment advisor, fiduciary, or insurance provider, and DOES NOT offer financial, accounting, legal, or tax advice.
(b) Any services accessed through the Explore are provided by third parties, NOT Ontop. You are solely responsible for evaluating and accepting such services.
(c) Ontop shall NOT be liable for the performance, accuracy, or legality, or availability of any services or third-party vendors offered by third parties on the Explore Section..
Ontop only places the options of additional services to Workers. Ontop DOES NOT act as an intermediary and Ontop is NOT part of any relationship between the Workers and the vendors displayed in the Explore.
Your access to and use of the Explore and services displayed are subject to the Marketplace Terms attached hereto as Annex A and incorporated into these Terms by reference. By accepting these Worker T&Cs, you also agree to be bound by the Marketplace Terms. Ontop may update the Marketplace Terms from time to time at its sole discretion.
7. Acceptance of Ontop as your Payment Agent 💸🕴
Summary: You authorize Ontop as your Payment Agent. Payments are complete when received by Ontop.
By engaging Worker Services through the Ontop Platform, you appoint, acknowledge, and accept that Ontop (or its affiliates) acts as your duly authorized payment agent (the “Payment Agent”) for the purpose of receiving your Compensation from Clients for the provision of services. As a Payment Agent, we will receive all payments due to you, in your capacity as a payee, from Clients, in their capacity as payor, and ensure the timely and accurate delivery of these funds to you.
7.1. Payment Agent Terms 💸🕴📄
All Workers who receive payments through the Ontop Platform must expressly accept the Acceptance of Payment Agent Terms document, whose template is provided under the Payment Agent Terms. By accepting these Worker T&Cs and executing the Payment Agent Terms, you explicitly appoint, consent to, and agree that Ontop, as the Payment Agent, will represent you in the capacity of receiving payments on the Ontop Platform. This consent extends to all relevant aspects of payment transactions, including but not limited to the receipt, holding, and eventual transfer of funds to third-party accounts or institutions. You acknowledge that Client’s obligation as a payor will be satisfied at the moment that the payment is received and available to us, as Payment Agent, unless such payment is disputed by Client.
8. Changes 🔀
Summary: These Terms may change. Continued use means you accept the new version. You're responsible for keeping your email updated.
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 provided us is not valid or, for any reason, is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Platform and/or Worker Services following notice of such changes will indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
9. General Legal Terms 🪖⚖️
Summary: By using Ontop, you agree to binding terms, including electronic notices, liability limits, and indemnification. Ontop owns all IP, may suspend services, and updates these Terms at its discretion. Delaware law applies, and disputes go to Miami courts without jury trials. Any questions, contact our support channel.
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 can use our secure e-signature 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:
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-signature tool.
These Terms remain in effect from the moment you accept them and continue while you access the Ontop Platform or Worker Services, including when you have active contracts or a positive balance in your Wallet.
9.2.2 Termination of Platform Use.
Ontop may suspend or terminate your Worker Account, access to the Platform, or any part of the Worker Services at any time, with or without prior notice, for any cause at its sole discretion. Reasons may include, but are not limited to, breach of these Terms, suspected fraud, misuse of the Platform, legal or compliance concerns, or inactivity. Ontop may also terminate your account if required to do so by a Client, regulator, or legal authority.
For contracts signed under Ontop Signs, Ontop may terminate the ICA with you at any time, without cause, by providing notice. You may also terminate the ICA by notifying Ontop in accordance with its terms. For contracts signed under the Contractor Pro model, Ontop, the Client, or you may terminate the CPro Agreement and any associated SOW at any time, without cause, by notifying the other parties, in accordance with the terms of the applicable agreement. For contracts signed under the EOR model, termination may be initiated by Ontop, the employer, or you, in accordance with the terms of employment. For You Sign contracts, Ontop does not control or terminate your agreement with the Client. However, Ontop may suspend your access to the Platform or communicate the Client’s decision to terminate the contract.
9.2.4 Termination for Cause.
Termination may occur for reasons including but not limited to: Client non-payment, compliance issues, breach of these Terms, policy violations, inactivity, dishonesty, misconduct, absenteeism, failure to meet deadlines or performance standards, or other just cause as determined by Ontop at its sole discretion.
9.2.5 Death or Incapacity of a Cardholder.
Following notice of death or incapacity of a Worker, we may freeze the Platform, Worker Wallet, Card Account, Wallet balance, refuse to accept transactions, and reverse or return deposits. Neither Ontop nor the its partners and vendors, including but not limited to Regulated Institutions, Card provider, Card processor, Card issuer, are required to release the funds until we receive any documents reasonably requested to verify such death or incapacity, as well as who is entitled to the funds in the Worker Wallet balance. If a Worker dies while residing outside of the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction or applicable jurisdiction. If Ontop, Regulated Institutions, or the Ontop Card provider has any tax liability when making payment of the balance to the Worker’s estate, the estate will be responsible for repaying Ontop and/or Regulated Instituions, Card provider, Card processors, and any other vendor the amount of uch tax. Any processing of personal data in this context will be handled securely and in accordance with our Privacy Policy and applicable law.
9.2.6 Effect of Termination.
9.2.6.1 Upon termination, your access to the Platform and Worker Services will end immediately. Content or data in your Worker Account may be deleted unless retention is required by law. Ontop will not be liable for any resulting claims or damages related to the termination of your access or contracts.
9.2.6.2 Outstanding negative balances may be recovered as described in Section 5.8.4, including through collection processes conducted by Ontop or third parties.
9.2.6.3 Any provisions that by their nature are intended to survive termination will remain in effect.
We will not be held liable for failure or delay in the performance of our obligations under these Terms or any agreement between us, if such performance has been made impracticable by the occurrence of a contingency not reasonably within our control and not at our fault, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of our Platform and/or B2B Services due to any act of God; blockage, accidents, disturbance or encumbrance of telecommunications, transport or procurement networks for whatever reason; strike, equipment or transmission failure, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; poor quality or interruptions of electrical current; virus or computer hacker attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of Ontop; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying our Services, and any other case reasonably beyond our control preventing the normal provision of our Services to you.
Through acceptance of these Terms, you release and forever discharge Ontop (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, our Platform and/or Worker 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 WORKER SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND 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 OR THAT THEY WILL BE ACCURATE, COMPLETE, OR RELIABLE. ONTOP DOES NOT REPRESENT, WARRANT, OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE CARD/WALLET OR SUPPORT SERVICES AND/OR ANY DELIVERABLES MEET THE WORKER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ONTOP, ITS AGENTS, ITS THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. THE ONTOP CARD/WALLET MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ONTOP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 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.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all claims or demands made by any third party due to or arising from (a) your use of our Platform and/or Worker Services, (b) your violation of these Terms, (c) your failure to pay any fees related to services provided by Ontop, (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. You also agree that Ontop and/or the Client may deduct amounts owed by you, including overpayments, negative balances, or chargebacks, from any amounts otherwise payable to you. By accepting these Terms, you expressly authorize such deductions and acknowledge that this authorization limits Ontop’s liability for any resulting payment discrepancies.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE OUR PLATFORM AND/OR WORKER SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF OUR PLATFORM AND/OR WORKER SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR RESULTING LOSS OF DATA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE TERMS, WALLET TERMS, CARD TERMS, AND ANY OTHER TERMS OF SERVICE RELATING TO SERVICES PROVIDED BY ONTOP OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS, DAMAGES, OR LOSSES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY), SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (US $ 10,000.00). THIS LIMITATION APPLIES EVEN IF MULTIPLE CLAIMS ARISE. YOU ALSO AGREE THAT OUR SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS.
YOU AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM YOUR USE OF THE WORKER SERVICES MUST BE SUBMITTED TO ONTOP WITHIN NINETY (90) DAYS OF THE RELEVANT EVENT. FAILURE TO DO SO WILL RESULT IN A WAIVER OF YOUR RIGHT TO RAISE THAT CLAIM. THIS LIMITATION DOES NOT APPLY WHERE PROHIBITED BY LAW.
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.
You acknowledge and agree that Ontop shall not be liable for any losses, damages, or claims (including, without limitation, for lost profits or indirect, consequential, or special damages) arising from any refusal of payment made in accordance with these Terms, even if such refusal causes delays or disruptions to your operations or those of any third party. For the avoidance of doubt, Ontop shall also not be liable for any losses, damages, or claims resulting from a refusal or failure by a User to accept or complete a payment.
We respect the Intellectual Property of others and ask that you do the same. “Intellectual Property” or “IP” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to:
(a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators (URLs), trade names, and fictional business names, together with all translations, adaptations, derivations, and combinations and like intellectual property rights, together with all associated goodwill;
(b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions of such patents or applications, any counterparts claiming patent priority, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and similar rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable;
(c) works of authorship, all copyrightable works (including software) and all copyrights, including all relevant applications, registrations, renewals, and corresponding rights;
(d) trade secrets (including those trade secrets defined in the US Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business and technical information, know-how, non-public information, and confidential information and rights to limit the use or disclosure by any person;
(e) mask works; and
(f) moral rights (droit moral).
Excluding any of your own content or data that you may provide, you acknowledge that all the Intellectual Property rights, including copyrights, patents, trademarks, and trade secrets on our Platform and its content, are owned by us, our affiliates, and/or suppliers. Neither these Terms nor your access to our Platform transfers to you or any third party any rights, title, or interest in or to such Intellectual Property rights, except for the limited access rights expressly set forth in Section 6.1 - License. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Platform, Worker 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, re-export, 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 interpreted, 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 nor the rights or obligations of the parties under these Terms.
Any disputes, claims, or controversies arising out of or relating to these Terms, the use of the Platform, or any Worker Services shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Both you and Ontop consent to the personal jurisdiction and venue of such courts and waive any objection based on an inconvenient forum.
EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS WAIVER SHALL NOT PREVENT EITHER PARTY FROM SEEKING PRELIMINARY OR INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION, WHERE APPROPRIATE.
These Terms represent the entire agreement between the parties. It cannot be changed except by a written agreement signed by the parties.
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Headings are for convenience only and do not affect the interpretation of these Terms.
Our failure to exercise or enforce any right or provision of these Terms will not be constituted as a waiver of such right or provision. A waiver granted by us on one occasion will not operate as a waiver on other occasions.
These Terms and your associated rights and obligations may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation, or transfer in violation of this restriction will be null and void.
We may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions will be binding upon assignees.
Independent contractor agreements signed between you and Ontop Holdings Inc. are now assigned to Ontop IC Operations LLC with immediate effect. There will be no other modifications to the obligations agreed upon in any agreement except by the Ontop entity party to it.
9.12.6 Conflicts with Agreements
In the event of any conflict between these Terms and any separate ICA, EOR Agreement, and/or ContractorPro Agreement you sign with Ontop, the language of these Terms shall prevail, unless otherwise expressly stated in such agreements.
Mailing Address: 66 W Flagler Street, Ste 900, Miami, Florida, 33130
Support: https://www.getontop.com/contact
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email tolegal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
Annex A
ONTOP MARKETPLACE (EXPLORER)
Terms of Service
Last updated: June 30, 2025
These Marketplace Terms (the "Marketplace Terms") apply to all Workers who access the Ontop Explore section available through the Ontop Platform. By using Explore, you agree to be bound by these Marketplace Terms. If you do not agree, you may not access or use Explore or any service offered through it.
"Benefit(s)" means the perks, discounts, services, or incentives available to Workers through the Explore section, offered by third-party vendors.
"Ontop Explore" or "Explore" refers to the section of the Ontop Platform where third-party services are displayed for optional use by Workers.
"Partner Services" are services provided directly by third-party vendors listed in the Explore section.
"Marketplace Partners" refers to the third-party vendors with whom Ontop has contracted or listed services in the Explore section.
"Workers" means individuals contracted via the Ontop Platform who access the Platform and the Explore section.
"Worker Wallet" / "Ontop Card" refer to Ontop financial services made available to certain Workers under separate terms. These services may be used to access or pay for some Benefits.
All Workers with an active Ontop Account may access the Explore. Depending on the nature of a Benefit, Workers may need to make payments through the Worker Wallet and/or Ontop Card to be eligible for specific offers or rewards.
Explore may include Cashback Benefits, Promotional Benefits, and other third-party services. Ontop will identify where services are offered through third parties and whether they are subject to additional eligibility requirements.
The Explore section may include access to various optional benefits or services offered by third-party providers. These may include, without limitation, discounts, special offers, service packages, or other forms of commercial advantages. The nature, availability, and conditions of each benefit are determined by the third-party provider and may be subject to change at any time.
Access to specific benefits may depend on your jurisdiction, eligibility criteria, or other requirements set by Ontop or the third-party provider. Ontop does not guarantee access to any particular benefit and reserves the right to modify or remove available options at its sole discretion.
4.1 Ontop IS NOT A BROKER, ADVISOR, INSURER, OR FIDUCIARY. All Partner Services are provided directly by Marketplace Partners. Ontop is not liable for the accuracy, performance, or legality of such services. Workers are responsible for evaluating and accepting any Partner terms before use.
4.2 Explore may include third-party links. Ontop is not responsible for the content or terms of external websites.
4.3 Ontop is not a party to any agreement, purchase, or service rendered between the Worker and the third-party vendor.
4.4 Ontop may display offerings on behalf of the vendor but does not intermediate the purchase or use of services.
When accessing or using services displayed in the Explore:
5.1 You are subject to the terms, privacy policies, and conditions of the third-party vendor.
5.2 Ontop makes no representations or warranties about the services listed.
You are solely responsible for evaluating the offering and its suitability for your business.
Ontop is not liable for:
6.1 The performance or accuracy of third-party services;
6.2 Any dispute arising between you and a third-party vendor;
6.3 The availability or termination of services listed in the Marketplace.
7. Third-Party Links
The Explorer may contain external links to vendor websites. These links are offered for convenience only. Ontop is not responsible for the content, privacy policies, or services of any external website.
8. Taxes
Please consult your tax advisor regarding any Benefits received. Cashback or discounts may be considered non-taxable incentives, but tax treatment may vary. If third parties bill Ontop on your behalf, you remain responsible for properly reporting and paying any applicable taxes on the total value of the services received. Neither Ontop nor your Client shall treat such purchases as deductible expenses or non-taxable income on your behalf.
9. Disclaimer of Warranties
ONTOP (AND ITS AFFILIATES, SUPPLIERS, AND PARTNERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, OR THAT THE MARKETPLACE OR ANY SERVICES, INFORMATION, OR FEATURES MADE AVAILABLE THROUGH IT WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, TIMELY, UNINTERRUPTED, OR ERROR-FREE.
THESE TERMS, THE EXPLORE, AND ANY RELATED CONTENT OR THIRD-PARTY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.
TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEY SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP, INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, AND SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50).
11. Change to the Marketplace Terms
These Marketplace Terms may be updated, modify, amend, or terminate from time to time, at Ontop’s sole discretion. Any changes will be posted at the Worker T&Cs, and your continued use of the Marketplace constitutes acceptance of the updated terms.
12. Governing Law
The governing law, jurisdiction, and dispute resolution provisions set forth in Section 9.11 of the Worker T&Cs shall apply in full to this Annex.
13. Contact Information
For any questions related to this Annex, please refer to the contact details provided in Section 9.12.7 of the Worker T&Cs.
