Terms of Service - Ontop Platform

FROM FEBRUARY 9, 2024, THESE ONTOP PLATFORM TERMS OF SERVICE HAVE BEEN REPLACED BY: (1) THE CLIENT GENERAL TERMS AND CONDITIONS (“CLIENT T&CS”) FOR CLIENTS; AND (2) THE WORKER GENERAL TERMS AND CONDITIONS (“WORKER T&CS”) FOR WORKERS. YOUR USE OF THE ONTOP PLATFORM AND ONTOP SERVICES WILL BE GOVERNED BY THE CLIENT T&CS OR WORKER T&CS, DEPENDING ON THE TYPE OF USER ACCOUNT THAT YOU HAVE AND THE SERVICES THAT YOU ENGAGE WITH ONTOP.

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🛣️ The journey to hiring your remote workers legally and paying them easily requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible. If you feel that anything in these Terms are unclear or difficult to understand, please let us know by sending us an email to 📥legal@getontop.com. We are truly concerned in constantly improving your legal experience and welcome your feedback.

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The Ontop Website and Ontop Platform are copyrighted works belonging to Ontop (as defined below).

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These Terms of Service (“Terms”) form the basis of the legally binding contract between you and us.

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🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE, PLATFORM AND/OR SERVICES. THESE TERMS ARE NON-NEGOTIABLE.

Certain features, updates and releases of our Website and Platform may be subject to additional guidelines, terms, or rules (“Additional Terms”). We will post Additional Terms on our Website to cover those features and the Additional Terms are incorporated by reference in these Terms. 

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You will be informed if these Terms are updated as described under Section 20 - Changes.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 21 - DISPUTE RESOLUTION AND APPLICABLE LAW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. Let's Begin! Overview of the Ontop Platform 🪂💻

The Ontop Platform empowers businesses to contract, onboard, make payments to and/or manage its relationships with local and international independent contractors. Depending on the type of user account you choose, you may sign up on the Platform as a Client, Contractor or FTE (as defined below). Different Ontop Services (also defined below) may be available to each type of Ontop Account. Some Services may only be available to you depending on signup and/or the payment of the respective fees, as provided for within our Platform.

2. Who or What is That? 🙋

🏢 “Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to and/or manage its relationships with Workers.

👷 “Contractor” is an individual or legal entity that performs services for Clients.

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⏱️👔 “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.

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🔛🔝 “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”.

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🚪 “Ontop Account” or “Account” is the user account that a Client, Contractor or Full-Time Employee can create on the Ontop Platform and use for the purposes of engaging Ontop Services.

💻 “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 “Services” are the payroll management services available to Clients, Contractors and/or FTEs on the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with Workers.

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🌐 “Ontop Website” or the “Website” means the website located at www.getontop.com. 

👉 “User”, “you” and “your” means any person with authorization to access an Ontop Account, which includes Clients, Contractors and/or FTEs, among others.

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🏋️ “Worker” can mean a Contractor or FTE, 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 FTE.

3. Your Ontop Account 🚪

Important Information on Procedures for Opening a New Account

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To help the US Federal Government fight the funding of terrorism and money laundering activities, US Federal law requires Ontop to obtain, verify, and record information that identifies each person who opens an account.

3.1 Account Creation. To use our Platform, you need to register for an Ontop 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; (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. You may delete your Account at any time, for any reason, by following the instructions available within our Platform. We may suspend or terminate your Account as per Section 17 - Term and Termination below. Ontop 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 Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) sanctions list, among others, and we also have partnerships with different background check providers.

3.2 Onboarding Process. You can create an Ontop Account either as a Client, Contractor or as a Full-Time Employee.

3.2.1 Ontop Account for Clients. Clients need to sign up for an 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 Account, country of incorporation, beneficial owners and controlling persons, tax information, among others. The individual creating the Account will be asked to perform an ID verification process. If the Client is an individual, we will request their name, country of residence, nationality, type of document, residence document number, tax ID, among others.

i) In parallel, the Client will receive a form to provide more information to conduct our Customer Due Diligence (“CDD”), as part of our Know Your Business (“KYB”) process.

ii) After completing the KYB process and receiving final approval, the Client will be able to create contracts on our Platform, as explained further in Section 8.1 below.

3.2.2 Ontop Account for Contractors. The Contractor will receive an email inviting them to review and sign a contract with a Client or Ontop. To sign the agreement, the Contractor must sign up for an Ontop Account on our Platform with the same email.

i) As an individual Contractor, you will be asked  to provide your: name; country of residence; nationality; type of document; residence document number; tax ID; tax residence and tax situation information; among others. 

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ii) As a company 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. Please refer to Section 3.2.1 above, as the same process applies.

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iii) This information will be used to conduct Ontop CDD as part of our Know Your Customer (“KYC”) process. After completing the KYC process and receiving final approval, the Contractor can continue with the onboarding process.

3.2.3 Ontop Account for FTEs. The Full-Time Employee will receive an email from the Ontop Platform informing that they have been invited to participate in the KYC process. Due to the nature of employment relationships, FTEs 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, the FTE will be able to view their contract summary on our Platform.

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3.2.4 Account Responsibilities. You are fully responsible for maintaining the confidentiality of your login and Account information and the activities that you carry out on your Account. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with the above requirements.  

3.3 Account Registration Information. We reserve the right to modify the information required for Clients, Contractors and/or FTEs to provide in order to create and/or maintain an Account and/or for the purposes of conducting periodic KYB, 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 the country of residence of the Client or Contractor. When required for providing our Services, we may share User information with third parties, in accordance with our Privacy Policy (as stated below). In addition, Contractors and FTEs hereby expressly and unequivocally consent to us sharing their User information–including the results of background checks–with Clients, in the event that Clients make a written request to provide them with User information.

4. Access to our Website and Platform 🎟️

4.1 License. We grant you a non-transferable, non-exclusive, revocable, limited license to use and access our Website and/or Platform solely for the purposes of engaging our Services.

4.2 Certain Restrictions. The rights granted to you under these Terms are subject to the restrictions under our Acceptable Use Policy (Section 5.3 below). All copyright and other proprietary notices on our Website, Platform and/or content displayed therein must be retained on all copies thereof.

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4.3 Modification. We reserve the right, at any time, to modify, suspend, or discontinue our Website and/or Platform (in whole or in part) 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 Website and/or Platform or any part thereof.

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4.4 Support and Maintenance. We will make all reasonable efforts to provide you with support and assistance when using the Website and/or Platform. We provide support on a case-by-case basis under these Terms, subject to Section 15 - Disclaimer below.

5. Other Terms Applicable to our Platform 📄

5.1 💳 Ontop Card Terms of Service. We may offer Users an electronic money prepaid physical or digital card (the “Ontop Card”) to our Users. If you apply for an Ontop Card on our Platform, the Ontop Card Terms of Service will apply.

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5.2 🔐 Privacy Policy. Your access to our Website and/or Platform and the data and/or information you provide when creating or maintaining your Ontop Account are also governed by our Privacy Policy, which is incorporated into these Terms by reference. 

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5.3 ✅ Acceptable Use Policy. Your access to our Website, Platform and/or Services are subject to our Acceptable Use Policy.

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5.4 ⚠️ Disclaimers. By using our Website, Platform and/or Services, you acknowledge and agree that you are aware of our legal disclaimers, namely our: (i) General Disclaimer; (ii) Tax Disclaimers; (iii) Crypto Disclaimers; and (iv) Solicitation and Promotion Rule Disclaimer.

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5.5 🧺 AML Policy. Your access to our Services, including creating and maintaining an Account on our Platform, is subject to our Anti-Money Laundering Policy.

6. Our Business Models 💼

6.1 Business Model Overview. Depending on the countries and/or jurisdictions involved, Clients, Contractors or FTEs may be able to engage Ontop Services and manage their contractual relationships under one of our three business models. The models are: (a) Client-Contractor relationship (“You Sign”); (b) Ontop-Contractor relationship (“Ontop Signs”); or (c) Employer of Record (“EOR”). Ontop Signs and EOR Services may not be available in certain locations. Under the You Sign and Ontop Signs models, Clients are encouraged to seek to understand the risks of misclassification and are responsible for maintaining a proper Client-Contractor relationship (rather than an employee-employer relationship) with Contractors.

6.2 You Sign (formerly You Hire). Under the You Sign business model, the Client contracts with its Contractors directly. Ontop acts as a payment agent of the Contractors to receive payments from Clients on their behalf and provides general payroll management Services through the Ontop Platform. We have no involvement in the relationship between the Contractor and the Client nor the work agreed to by them.

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6.3 Ontop Signs (formerly We Hire/Sign). Under the Ontop Signs business model, Ontop contracts with Contractors directly, on behalf of and/or for the benefit of the Client. Ontop also provides the general payroll management Services available through the Ontop Platform.

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6.4 Employer of Record (EOR). Under the EOR business model, we (or our partners) hire FTEs as registered employees in the country where they reside, in accordance with local labor laws and regulations. We provide our Services to our Clients through the FTEs hired under the EOR model.

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6.5 ​​Updates to Business Models. We reserve the right to update, modify and otherwise alter, at our sole discretion, the business models we offer and the countries in which they are offered.

7. Your Content 📝

7.1 “User Content” means any and all information and content that you use or provide to us on our Website and/or Platform. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, and/or usefulness to others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Ontop. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Acceptable Use Policy. We perform routine backups on a daily basis (through third-party providers or otherwise) of data available on our Website and/or Platform, which includes User Content. However, the integrity and availability of said data and/or backups is subject to the terms of Section 16 - Limitation of Liability below. Thus, we suggest that you create and maintain your own backup copies of your User Content.7.2 Feedback. If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Website, Platform, Services and/or product offerings, including new features or functionalities, comments, questions, suggestions, or the like (“Feedback”), you hereby assign us any and all right, title, and interest to your Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property (as defined below) rights contained therein, and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate 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.

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7.2 🗣️ Feedback. If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Website, Platform, Services and/or product offerings, including new features or functionalities, comments, questions, suggestions, or the like (“Feedback”), you hereby assign us any and all right, title, and interest to your Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property (as defined below) rights contained therein, and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate 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.

8. Your Contracts on our Platform 📃

8.1 Generating Contracts on our Platform. Under the You Sign business model, Clients can set contract terms by selecting from pre-set parameters using our contract generation tool, if they don’t already have their own contract templates. This contract automation is provided as a convenience to our Users. Parameters include: Client and Contractor names and addresses; contract type; payment type; payment cycles; special clauses and jurisdiction; among others. Users can enter into three types of contracts on the Ontop Platform: (i) traditional (regular weekly/monthly payments); (ii) pay-per-task contracts; and (iii) results-driven contracts. Clients can also use the web form to input project scope, statements of work, and other contract details. Under the Ontop Signs business model, since Ontop is a contracting party, our contract templates will apply to both Clients and Contractors. Under EOR Services, we may provide our contract templates through the Ontop Platform, as applicable.

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8.2 Uploading Client Contracts. For the You Sign business model, Clients can also use our Platform to upload and manage agreements that they have created and executed with their Contractors outside of our Platform. Clients can index terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface. 

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8.3 Responsibility for Client Contracts. We have no responsibility or liability with respect to the content, validity, or enforceability of any document created and/or executed by Clients and 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 Clients. Clients will assume full responsibility and liability for these documents and their content. It is the Client’s 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 shall be considered to be imposed by us or restricting the freedom of contract and/or party autonomy of Clients or Contractors.

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8.4 Managing Contracts. Clients can securely store and manage multiple contracts in its account organized by type, counterparty, and completion status. Clients can limit access to contracts and contract information to specific persons, companies, or groups. Clients can track each contract according to Client’s approval status and payment status. Clients may also modify or terminate contracts through our Platform, or request that we modify or terminate contracts with Contractors in the case of the Ontop Signs business model.

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8.5 🚫 Prohibited Activities. If we determine that the content of a contract violates these Terms or our Acceptable Use Policy, we may remove the contract from a Client’s dashboard without prior notice. We may also suspend or close a Client’s Account, depending on the severity of the violation(s). Contracts removed from Client’s account may not be edited or restored.

9. Ontop Wallet 💵

9.1 Wallet Overview. Contractors will have access to an e-wallet account from within the Ontop Platform (the “Ontop Wallet”, “Ontop Global Account” or simply “Wallet”). The Ontop Wallet is currently not available for Clients or FTEs.

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9.2 Wallet Balance and Payment Methods. Through the Ontop Wallet, Contractors will: (i) have access to information on the balance of amounts receivable under the terms of their contract(s) with Client(s); and (ii) may request that funds in their Wallet balance be transferred to their personal accounts via the various available payment methods. Transfers to third parties will be subject to additional screening, as necessary. 

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9.3 Confirmation of Wallet Transactions. The Ontop Wallet will allow the Contractors to view the details of a given transaction in a pop-up or downloadable transaction summary (in .pdf format). This summary will include details on the payment method selected and may include information on the estimated time of transfer, applicable fees and/or foreign exchange rates, among other information. Such estimates are provided for User reference and mere convenience only and are subject to change. Up to the conclusion of a given transaction, different times and rates may apply. The transaction summary should not be considered a tax invoice.

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9.4 Wallet Transactions through Regulated Institutions. All transactions available through the Ontop Wallet will be processed by licensed and registered money service businesses (including, but not limited to JP Morgan), a bank, trust company, or similar financial institutions that are regulated, supervised, and subject to periodic examination by a state or Federal agency (a “Regulated Institution”). Regulated Institution retail fees and rates will be charged to the Contractor, as applicable, at the time of execution of the relevant transaction. Regulated Institutions usually report transactions periodically  to the competent financial authority in your jurisdiction (e.g. central banks). As such, Wallet transactions may be subject to reporting and other additional obligations before the competent financial authority in your jurisdiction. Please contact your accountant and/or tax advisor for additional information on any requirements you have to fulfill. 

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9.5 Accounting for Individual Balances. The Contractor hereby acknowledges, understands, and authorizes that the Contractor’s amounts receivable in the Ontop Wallet  and funds received by Ontop from Clients as payments to be made to Contractors through Ontop may be combined in the same client money account held by Ontop with JP Morgan. For the avoidance of doubt, Ontop has practices and procedures in place to accurately and precisely account for the amount attributed to each Contractor, sufficient to satisfy and comply with Federal Deposit Insurance Corporation requirements to classify as “pass through” deposit insurance coverage for each individual Contractor. Notwithstanding the above, Ontop shall maintain such Contractors’ amounts received from Clients separate and distinct from other funds deposited to any other account maintained by Ontop with JP Morgan. 

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9.6 You Sign; Client-Contractor Relationship with Ontop acting as a Payment Agent. When the Client is contracting with the Contractor through the Ontop Platform, we will act as a payment agent in relation to the Contractor and receive from the respective Clients all payments due to the Contractor. All funds related to such payments will be credited into the Contractor’s Wallet. Upon our receipt of payment transfer instructions from a Contractor through the Ontop Wallet, we shall direct a Regulated Institution to transfer funds from the Wallet to the Contractor’s designated bank account and/or preferred payment method.

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9.6.1 Payment Agent; Contractor Consent. By accepting these Terms, Contractors expressly and unequivocally consent to and agree that Ontop receives payments from Clients on their behalf.

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9.7 Ontop Signs; Ontop-Contractor Relationship. When we are contracting with the Contractor directly on behalf of a Client, all of Contractor’s amounts receivable will be paid by us and credited directly to the Contractor's Wallet. Upon our receipt of payment transfer instructions from a Contractor through the Ontop Wallet, we shall direct a Regulated Institution to transfer funds from the Wallet to the Contractor’s designated bank account and/or preferred payment method.

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9.8 Credit to Wallet Constitutes Performance. You acknowledge and agree that we fulfill our obligation as a payment agent and/or contracting party upon crediting Contractor compensation or its equivalent in United States Dollars to the Ontop Wallet balance.

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9.9 Tax Withholdings. Whether under the You Sign or Ontop Signs business models, we are not responsible for any withholding that is made or should be made when paying a Contractor. We are also not responsible for any exchange-related requirements from the applicable central bank and/or government authorities. Contractors shall indemnify us to the fullest extent for such Contractor’s non-compliance with any tax or foreign exchange-related fines, penalties, or interest, that are imposed on us by any government authority.

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9.10 Client Responsibility for Payment Information. The Client shall provide us with accurate information about the Contractor and acknowledges and agrees that neither Ontop nor any of its affiliates and/or subsidiaries or any of their respective shareholders, members, managers, directors, officers, employees, contractors, agents and/or representatives shall be liable for, and Client shall indemnify and hold Ontop and its respective shareholders, members, managers, directors, officers, employees, contractors, agents and/or representatives harmless from any and all losses, claims, damages or expenses incurred by the Client and that arise from any payment made by Ontop to a Contractor incorrectly as a result of inaccurate information provided to Ontop by the Client. We shall have no liability for unauthorized or incorrectly authorized payment transactions made by us that have not been authorized by the Client or have been incorrectly executed 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. 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 the Client for any losses incurred.

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9.11 Wallet Currency and Exchange Rates. All balances, statements and financial information available to Contractors through the Ontop Wallet shall be set forth in United States Dollars. In the event that a Contractor’s compensation is set forth in a currency other than United States Dollars in their independent contractor agreement, the Client and/or the Contractor represent and warrant that they are aware that the use of the Ontop Wallet may imply differences between (i) the local currency equivalent in United States Dollars paid by the Client to Ontop after the invoice has been issued, which is subsequently credited into the Ontop Wallet balance and (ii) the amount received by the Contractor in local currency and/or other monetary value after providing payment instructions to their designated payment method. These differences may occur due to the time period from credit into the Wallet balance and the Contractor’s instructions to transfer the amount. We shall not be responsible or liable for any exchange rate differences and/or fluctuations caused by the use of the Ontop Wallet for contracts stated in currencies other than United States Dollars. The Contractor acknowledges and agrees that all of its payments and transactions through the Ontop Wallet are processed by Regulated Institutions and that we are not responsible, nor will Contractors hold Ontop liable, for any discrepancy between the information available to Contractors in the Ontop Wallet and the amount effectively received by Contractors upon their transfer request. We are not responsible or liable for foreign exchange obligations applicable to Contractors in their respective jurisdictions. The Contractor must consult with their tax advisors and/or accountants in order to comply with said obligations.

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9.12 Subscription Plans. We may offer Users subscription services that are supplementary to the Ontop Wallet and/or Ontop Card (“Subscription Plans”). Subscription Plans are subject to the payment of a subscription fee, in exchange for certain benefits for spending money through the Ontop Card, keeping money in their Ontop Wallet or otherwise. Users consent that access to the Ontop Wallet allows us to make you offers to subscribe to Subscription Plans. The terms of service for specific Subscription Plans will apply, as updated from time to time on our Website. Wallet Users can opt out or unsubscribe from Subscription Plans at any time.

9.13 Payment Agent Compliance. Solely to protect against money laundering and terrorist financing, fraud, and unauthorized transactions, Ontop and Regulated Institution providers will collect, store and analyze Client, Contractor, and FTE payment information. For more information on how we use your payment information, please see our Privacy Policy. Regulated Institutions may also collect payment information necessary to process User payments and transactions. Except for payment amount and payment status details stored on our Platform, we do not have access to payment information provided to Regulated Institutions, and such information will be subject to the privacy policy of each Regulated Institution.

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9.13.1 By using any payment method and providing payment information to Ontop or to any Regulated Institution, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account that you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.

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9.13.2 All payment services, including withdrawal services will be provided by our Regulation Institution providers.

10. Tax Forms & Invoices 🧾

10.1 Tax Forms User Content. We may use User Content to generate tax documents for our Users on the Ontop Platform. However, we shall not be responsible or liable for providing income tax returns or any tax or foreign exchange forms to Users. Moreover, 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 User inputs.

10.2 Tax Forms. For Users located within the United States, we may automatically generate W9, W-8BEN, W-8BEN-E and 1099 forms (“Tax Forms”) to be dated and signed by the declarant. You should verify the accuracy and completeness of the information on the forms before submitting them to other Platform Users or to any tax authority. By using our Platform to generate and sign Tax Forms, you represent and warrant that the information that you provide is accurate and complete, and specifically to the terms of Section 11 - Electronic Signatures and Legal Notices. We do not guarantee that information on any Tax Form generated by our Platform is accurate or correct, or that you have selected the appropriate Tax Form for the type of tax return you intend to submit.

10.3 Ontop Invoices. Through our Platform, we generate and submit invoices to Clients for our fees and on behalf of Contractors for their compensation when payment for their services is due. If there are any additional payments or reimbursements to be made by a Client, please reach out to your account manager.

10.3.1 Client Responsibility for Payment Discrepancies. Clients are solely responsible for overdraft fees, insufficient funds fees, wire transfer fees and any other bank or payment institution fees that they may incur in making payments to us. In addition, Clients 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 shall take steps to rectify the error within thirty (30) days, whether above or below the amount to be paid stated by the Client. 

10.4 Tax Indemnity. Upon request, the Contractor will provide us or the Client with proof of timely payment of all income taxes, including estimated taxes to all tax authorities for fees paid under any agreement between the Contractor and the Client or the Contractor and Ontop. The Contractor agrees to indemnify and hold Ontop harmless from any and all claims which may be asserted against us by a tax authority because we have not withheld sums from a Contractor’s compensation. Such obligation to reimburse shall exist regardless of whether we are required to pay the withholding taxes because a tax authority contends that the Contractor is legally the employee of Ontop and/or whether we are required to pay such taxes because of non-payment or underpayment of such taxes by the Contractor. Furthermore, we shall have no duty to oppose any effort to pay appropriate sums of taxes, and any such opposition on our part or claim for refund by us shall be at our sole discretion.

10.5 Withholding Tax Rates. Information regarding tax withholding rates calculated by us is dependent on accurate and truthful information provided by Users and their situation or circumstances. We will in no way be liable to a Client, Contractor or any third party (including but not limited to any tax authority) for any losses or penalties, monetary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner, nor for any errors that cannot be attributed as negligence by us in the calculation of such tax withholding.

10.5.1 Information regarding tax withholding rates calculated by us and provided to Clients is further dependent on the Clients’ specific business circumstances and tax form settings Clients provide to us, the income type provided by Clients in payments to Contractors, as well as any other tax-related information. Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they have legal domicile, in addition to the payment amount indicated in an invoice. You may not rely solely on the information presented by us and must always consult with your tax advisors or accountants. You agree that you are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to you. The Client also agrees that the amount of any invoice, and any fees a Client owes for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.

10.5.2 We will in no way be liable to a Client, Contractor, any taxation authority and/or third party for any losses or penalties, monetary or otherwise, arising from Client’s failure to adhere to these Contractor tax compliance obligations.

10.5.3 Clients are solely responsible for withholding taxes in their jurisdiction. 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 the services rendered by us. Therefore, the responsibility falls on the original payer, the Client, who is responsible for withholding the applicable withholding taxes in compliance with the regulations of the applicable tax residence(s).

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10.5.4 We shall not be responsible or liable for making any tax withholdings required in connection with payments made for Contractor services in their jurisdiction. If there is any withholding to be made, the Contractor must make us aware of this situation. Moreover, there are income realization and reporting requirements that vary among jurisdictions and it is possible that in your jurisdiction, having access to funds in the Wallet may be considered as a receipt of funds, and thus taxable. Please consult with your accountant and/or tax advisor for additional information relating to income realization and sourcing rules in your jurisdiction.

11. E-Signatures and Legal Notices 🔏

11.1 You agree that any signature or other electronic symbol or process attached to, or associated with a contract, Tax Form, certificate, or other document between Client and Ontop, Client and another User or Contractor and Ontop with the intent to sign, authenticate or accept the terms of any such contract, Tax Form, certificate, or other document and any contract formation or record-keeping through electronic means relating to the Services, will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and Client or Contractor hereby waive any objection to the contrary.

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11.2 You consent that we may provide notice to you under these Terms electronically and you understand that this consent has the same legal effect as a physical signature. You can use our secure e-sign functionality to execute agreements. We have no responsibility or liability with respect to the content, validity, or enforceability of any document, nor are we responsible or liable for any matters or disputes arising from the documents. We make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. Under applicable US state and federal laws, electronic signatures are not enforceable on some documents. It is your responsibility to consult with an attorney to determine whether a document will be enforceable if it is electronically signed via the e-sign service.

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11.3 We may provide notices regarding activity and alerts to you electronically through your account, email, and via text or SMS to the contact information you provide us with. We will send notices affecting payment and these Terms through your account or via email and you agree that they will be considered received 24 hours after they are sent. You understands that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.

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11.4 We may send notices to your mobile phones through text or SMS to the phone numbers you provide us with. These notices may include alerts about the Services, contracts, Tax Forms, invoices and other documents. You may choose not to receive certain notices via text or SMS, but this will limit the use of certain Services.

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11.5 You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

12. Indemnification 💰

You agree to indemnify and hold Ontop (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all claims or demands made by any Contractor or third party due to or arising from (a) your use of the Website and/or Platform, (b) your violation of these Terms, (c) default in payment of any Ontop invoices (d) your violation of applicable laws or regulations and/or (e) your User Content. 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.

13. Third-Party Links & Ads; Other Users 🔗

13.1 Third-Party Links & Ads. The Website and/or Platform may contain links to third-party websites and services and/or display advertisements on behalf of third-parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under our control and Ontop is not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to you, but we do not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Links & Ads. You use any and all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on Third-Party Links & Ads, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

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13.2 Other Users. Each Website and/or Platform User is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Website and/or Platform Users are solely between you and such Users. You agree that Ontop will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Website and/or Platform User, we are under no obligation to become involved.

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13.3 Release. You hereby release and forever discharge Ontop (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, the Website and/or Platform (including any interactions with or act or omission of other Website and/or Platform users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

14. Force Majeure 🌊🌪️🌩️

You may not hold Ontop liable for failure or delay in the performance of its obligation under these Terms or any agreement entered by and between Ontop and you if such performance has been made impracticable by the occurrence of a contingency not reasonably within the control and without the fault of Ontop, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of the Services due to any act of God; blockage, accidents, disturbance or encumbrance of the telecommunications, transport or procurement networks of whatever reason; strike, equipment or transmission failure blockage, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power system not within Ontop’s possession or reasonable control, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case reasonably beyond our control preventing the normal provision of the Services to you.

15. Disclaimer ⚠️

THE WEBSITE AND PLATFORM 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 THE WEBSITE AND/OR PLATFORM WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, NOR THAT IT WILL BE ACCURATE, COMPLETE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE AND/OR PLATFORM, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

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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.

16. Limitation of Liability ✋🛑

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONTOP (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE WEBSITE AND/OR PLATFORM, EVEN IF ONTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE WEBSITE AND/OR PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

ONTOP SHALL IN NO EVENT BE LIABLE TO CLIENTS IN THE EVENT THAT THE CLIENT TREATS ITS CONTRACTORS AS EMPLOYEES RATHER THAN INDEPENDENT CONTRACTORS, WHETHER CONTRACTED BY THE CLIENT OR DIRECTLY BY ONTOP FOR THE BENEFIT OF THE CLIENT. ONTOP IS NOT RESPONSIBLE FOR THE OVERSIGHT OF ORFEE DETERMINATION RELATING TO THE CLIENT’S RELATIONSHIP WITH THE CONTRACTOR. ANY AND ALL CLAIMS, LEGAL ACTION AND/OR LAWSUITS, RESULTING FROM THE CONTRACTOR'S MISCLASSIFICATION AND/OR THE CLIENT'S IMPOSED WORKING CONDITIONS, SHALL BE THE EXCLUSIVE RESPONSIBILITY AND LIABILITY OF THE CLIENT. CLIENT, ITS SUBSIDIARIES AND ITS AFFILIATE COMPANIES SHALL UNDERTAKE TO ASSUME THE SOLE DEFENSE OF SUCH LAWSUITS AND FILE ANY AND ALL NECESSARY MOTIONS TO REQUEST THAT ONTOP BE REMOVED AS A DEFENDANT IN SAID LAWSUITS. CLIENT SHALL ALSO INDEMNIFY AND HOLD ONTOP 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 CONTRACTOR’S WORK IMPOSED BY THE CLIENT. THE FOREGOING SHALL NOT CAUSE PREJUDICE TO ANY RIGHT OF RECOURSE THAT ONTOP IS ENTITLED TO IN RELATION TO THE CLIENT. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ONTOP’S LIABILITY TO CLIENT AND/OR CONTRACTOR 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 (U.S. $ 10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. BOTH CLIENT AND CONTRACTOR AGREE THAT ONTOP’S 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.

17. Term and Termination ⏳✂️

Subject to this Section, these Terms will commence upon your acceptance of these Terms of Service and will remain in full force and effect while you use the Website and/or Platform, including when the User has active contracts or Wallet balance within the Platform. We may suspend or terminate your rights to use the Website and/or Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Website and/or Platform in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Website and/or Platform will terminate immediately. You understand that the termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Ontop will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, any of the provisions hereunder which by their nature are meant to survive expiration or early termination of these Terms for any reason will remain in effect, including but not limited to the following: Section 3 - Ontop Accounts, Section 4 - Access to our Website and Platform, Sections 5 through 16.

18. Intellectual Property ©™️

18.1 Intellectual Property. We respect the Intellectual Property of others and ask that Users of our Website and/or Platform do the same. “Intellectual Property” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to:

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(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 goodwill associated with the foregoing;

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(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 thereof, any counterparts claiming priority therefrom, 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;

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(c) works of authorship, all copyrightable works (including software) and all copyrights including all applications, registrations and renewals thereof, and all rights corresponding thereto;

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(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, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any person;

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(e) mask works; and

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(f) moral rights (droit moral). 

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18.2 IP Ownership. Excluding any User Content that you may provide, you acknowledge that all the Intellectual Property rights, including copyrights, patents, trademarks, and trade secrets on our Website and/or Platform and its content are owned by Ontop, its affiliates and/or suppliers. Neither these Terms (nor your access to our Website and/or 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 4.1 - License. Ontop and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

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‍18.3 Copyright/Trademark Information. All trademarks, logos, and service marks (“Marks”) displayed on our Website and/or 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.

19. Compliance 🚧

Ontop and its partners and third party providers, with the sole intention to protect all parties against money laundering, terrorism financing, fraud, unauthorized transactions or as otherwise required by the applicable law, will collect, store, and analyze User information, including payments and tax information, subject to our Privacy Policy. All information provided to third party payment service providers will be subject to their privacy policy. 

20. Changes 🔀

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Website, Platform and/or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

21. Governing Law and Dispute Resolution ⚖️

21.1 Governing Law. These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.

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21.2 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with Ontop and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Ontop that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ontop, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ontop should be sent to: 251 Little Falls Drive, Wilmington, New Castle County,  Delaware, 19808. After the Notice is received, you and Ontop may attempt to resolve the claim or dispute informally. If you and Ontop do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Ontop made to you prior to the initiation of arbitration, Ontop will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or Ontop pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Ontop, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ontop.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ontop in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH DISPUTES.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT, CONTRACTOR AND/OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, CONTRACTOR AND/OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

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

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

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court and/or if the dispute is deemed non-arbitrable by the arbitrator(s) or a court of law, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Southern District of Miami-Dade County, Florida, for such purpose.

22. Almost Done! (AKA General) 🏁

22.1 Export Controls and Sanctions. You acknowledge that the Website, Platform, and/or any product or service offered by Ontop may be subject to restrictions of the US Government, including but not limited to export controls administered by the US Department of Commerce’s Bureau of Industry and Security (“BIS”) (including the U.S. Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC (“collectively, “US Export Controls and Sanctions”), and the EU Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”) and may be subject to other US, UK and foreign export or import regulations in other countries (“Other Applicable Export Laws”). You agree not to export, reexport, or transfer, directly or indirectly, any US technical data acquired from Ontop, or any products utilizing such data, in violation of the US Export Controls and Sanctions, Regulation 428/2009 and Other Applicable Export Laws.

22.2 Electronic Communications. The communications between you and Ontop use electronic means, whether you use our Website, Platform and/or send us emails, or whether we post notices on our Website, Platform and/or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy as if it were a hardcopy. The foregoing does not affect your non-waivable rights.

22.3 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Website and/or Platform. Our failure to exercise or enforce any right or provision of these Terms shall not be constituted as a waiver of such right or provision. The section titles used in these Terms are for convenience only and have no legal or binding effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Unless specifically stated otherwise, your relationship with Ontop is exclusively that of an independent contractor, and neither party is an agent or partner of the other, with the exception of the cases in which Ontop acts as your payment agent. As such, unless specifically stated otherwise, Ontop at no point serves as your employer and solely contracts with you for services, rendering Ontop not liable for any violations of labor and employment laws endured by you in the applicable jurisdiction. These Terms and your rights and obligations hereunder may not be assigned, subcontracted, delegated, or otherwise transferred by you without Ontop’s prior written consent, and any attempted assignment, subcontracting, delegation or transfer in violation of the foregoing will be null and void. Ontop may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions shall be binding upon assignees. In the event of any conflict or discrepancy between these Terms and any other agreement(s) between you and us, these Terms shall prevail, unless otherwise expressly stated in said agreement(s).

22.4 📥 Contact Information:

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

Support:                    www.getontop.com/contact