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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 📥email@example.com. We are truly concerned in constantly improving your legal experience and welcome your feedback.
The website located at www.getontop.com (the “Website”) and our platform available on the Website (the “Platform”) are copyrighted works belonging to Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware (“Ontop”, “us”, and “we”).
These Terms of Service (“Terms”) form the basis of the legally binding contract between you (the “User”) and us. 🧐PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE AND/OR ONTOP PLATFORM, AS THESE TERMS ARE NON-NEGOTIABLE.
Certain features, updates and releases of the Website and Platform may be subject to additional guidelines, terms, or rules, which we will post on our Website to cover those features. All of these terms, guidelines, and/or rules are incorporated by reference into these Terms. You will be informed if these Terms are updated as described under Section 20 - Changes.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 21 - GOVERNING LAW AND DISPUTE RESOLUTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Let's Begin! 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 or Contractor (as defined below). Different Ontop Services (also defined below) are available to each type of account, some of which may only be available to you depending on the payment of the respective fees, as provided for within the Platform
2. Who or What is That? 🙋
🏢 “Client” means any individual or legal entity that engages Ontop in order to contract, onboard, make payments to and/or manage its relationships with local and international independent contractors.
👷 “Contractor” is an individual or legal entity that performs services to Clients and receives payments from Clients through the Platform.
🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.
💻 “Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available via login through the Ontop Website, as well as through mobile apps available on Apple iOS, Android, among others.
🛎️ “Ontop Services” or the “Services” are the services available to Clients and/or Contractors on the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with local and international independent contractors.
🌐 “Ontop Website” or the “Website” means the website located at www.getontop.com.
📄 “Terms” means these Terms of Service for the Ontop Platform.
👉 “User”, “you” and “your” means any person with authorization to access an Ontop Account, which includes Clients and Contractors, among others.
3. Ontop Accounts 🚪
Important Information on Procedures for Opening a New Account
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. In order to use the Platform, you need to register for an account (“Ontop Account” or simply “Account”) and provide certain information about yourself as prompted by the account registration form. 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 Ontop Account at any time, for any reason, by following the instructions available within the Platform. We may suspend or terminate your Account in accordance with Section 17 - Term and Termination below. Ontop and any of its 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 companies.
3.2 Onboarding Process. You can create an Ontop Account either as a Client or as a Contractor.
3.2.1 Ontop Account for Clients. The first step for a Client is to sign up on the Ontop Platform and fill out all the information requested in order to create an Ontop Account. If the Client is a legal entity, at the time of registration the Platform will request the company's legal name, DBA name, type of company, tax ID, name of the individual establishing the relationship with Ontop, country of incorporation, information on beneficial owners and controlling persons, tax information, among others. The individual establishing the relationship will be asked to perform an ID verification process. If the Client is an individual, at the time of registration, the Platform will request name, country of residence, nationality, type of document, residence document number, tax ID, among others.
i) In parallel, the Client will receive a questionnaire to provide additional information needed to conduct Ontop’s Customer Due Diligence (“CDD”) in the form of Know Your Business (“KYB”).
ii) Once the KYB process is executed and the Client has final approval, the Client will be able to create contracts, where the following information needs to be provided by the Client: contract start date, Contractor's information, the Contractor’s country of residence, the scope of work, Contractor’s responsibilities, termination terms, payment amount and currency, frequency of payments and Contractor’s email. This process is the same whether the Client engages a Contractor directly or via Ontop (You Sign or Ontop Signs, as defined below) .
3.2.2 Ontop Account for Contractors: The Contractor will receive an email from the Ontop platform informing that they have been invited to review and sign a contractor agreement from a Client or from Ontop (You Sign or Ontop Signs). In order to execute the agreement, the Contractor must sign up on the Ontop Platform with the same email that they received the invitation from and must create a user account. At the time of registration, the Contractor will need to fill out different information depending on whether he or she is a company or an individual.
i) As an individual Contractor, you will be asked for information such as name, country of residence, nationality, type of document, residence document number, tax ID, information about your tax residence and tax situation, among others. Requesting such information does not make Ontop or its affiliates or any third parties liable for any misclassification before government authorities.
ii) The Contractor’s information will be used, among other purposes, to conduct Ontop’s CDD in the form of Know Your Customer (“KYC”). Once the KYC process is executed and the Contractor has final approval, the Contractor will be allowed to continue with the onboarding process.
iii) 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.
3.2.3 Account Responsibilities: You are responsible for maintaining the confidentiality of your login and Account information and are fully responsible for 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.
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 the Website and/or Platform solely for the purposes of engaging Ontop Services.
4.2 Certain Restrictions. The rights granted to you under these Terms are subject to the restrictions under Section 7.5 - Prohibited Uses. All copyright and other proprietary notices on the Website, Platform and/or content displayed therein must be retained on all copies thereof.
4.3 Modification. We reserve the right, at any time, to modify, suspend, or discontinue the 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 to any third party for any modification, suspension, or discontinuation of the Website and/or Platform or any part thereof.
4.4 Support or Maintenance. We will make all reasonable efforts to provide you with support and assistance in connection with your use of the Website and/or Platform, on a case by case basis according to these Terms, subject to the provisions of Section 15 - Disclaimer below.
5. Other Terms Applicable to the Ontop Platform 📄
5.1 💳 Ontop Card Terms of Service. We may offer Users an electronic money prepaid physical or digital card to our Users (“Ontop Card”). If you apply for an Ontop Card from within the Ontop Platform, the Ontop Card Terms of Service, available at www.getontop.com/legal/card-terms-of-service will apply.
5.3 🧺 AML Policy. Your access to Ontop Services, including onboarding and maintaining an Ontop Account, is subject to our anti-money laundering policy (“AML Policy”). You can access our AML Policy manual at www.getontop.com/legal/anti-money-laundering-aml-policy-manual.
6. Our Business Models 💼
6.1 Business Model Overview. Depending on the countries and/or jurisdictions where Clients and Contractors engage Ontop Services, they may be able to manage their independent contractor relationships under one of our two business models, namely Client-Contractor relationship (“You Sign”) and Ontop-Contractor relationship (“Ontop Signs”). Ontop Signs may not be available in certain locations. Under both models, the Client is encouraged to seek to understand the risks of misclassification and is responsible for maintaining a proper Client-Contractor relationship (rather than an employee-employer relationship) with the Contractor.
6.2 You Sign (formerly You Hire). Under the You Sign business model, the Client contracts with the Contractors directly, using Ontop as a payment agent to make payments on behalf of the Client, as well as utilizing the general Services that we provide through the Ontop Platform. Other than its role as a payment agent, Ontop has no involvement in the relationship between the Contractor and the Client nor the work agreed to by the Client and Contractor.
6.3 Ontop Signs (formerly We Hire/Sign). Under the Ontop Signs business model, Ontop contracts with the Contractors directly on behalf of and/or for the benefit of the Client, in addition to providing the general Services available through the Ontop Platform.
6.4 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 a user provides to or uses on the Website and/or Platform (e.g., content in the user’s profile or postings). 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 (defined in Section 6.2 - Acceptable Use Policy below). 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 the Acceptable Use Policy (as defined below). We perform routine backups on a daily basis (through third-party providers or otherwise) of data available on the Website and our platform, which includes User Content. However, the integrity and availability of said data and/or backups is subject to the terms of Section 15 - Limitation of Liability below. Thus, we suggest that you create and maintain your own backup copies of your User Content.
7.2 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: You agree not to use the Website and/or Platform to collect, upload, transmit, display or distribute any User Content that would constitute uses and/or activities listed under Section 7.5 - Prohibited Uses and/or Section 8.5 - Prohibited Activities below. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website and/or Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise through the Website and/or Platform; (iii) use the Website and/or Platform to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt or create an undue burden on servers or networks connected to the Website and/or Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website and/or Platform (or to other computer systems or networks connected to or used together with the Website and/or Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website and/or Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Website and/or Platform, generate automated searches, requests or queries to strip, scrape, or mine data from the Website and/or Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website and/or Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
7.3 Enforcement. We reserve the right (but have no obligation) to review any User Content and to investigate and/or take appropriate action against you at our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other third party. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8 and/or reporting you to law enforcement authorities.
7.4 🗣️ Feedback. If you submit, whether orally or in writing, or provide Ontop with any feedback or, suggestions, or recommended changes regarding our Website, Platform, Services and/or Platform product offerings, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), you hereby assign us any and all rights, title, and interest in and relating to such Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained therein, and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate 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.
7.5 🚫 Prohibited Uses. If Ontop determines that a User of the Website and/or Platform violates the prohibited uses under these Terms, Ontop may suspend and close the account without prior notice to Client. The list of prohibited uses is as follows:
7.6 ⛔🌎🌍🌏 Prohibited or Restricted Countries/Jurisdictions. The use of the Ontop Platform and Services is not permitted in sanctioned territories such as Cuba, Syria, North Korea, Iran and the Crimea region of Russia/Ukraine as well as further "Covered Regions" of the Ukraine. Ontop reserves the right to further determine, at its sole discretion and from time to time, restricted regions for access and/or use of the Ontop Platform and/or Services.
8. Your Contracts on our Platform 📃
8.1 Generating Contracts within the Platform. As a convenience to Clients under the You Sign business model, Clients can set contract terms by selecting from pre-set parameters using Ontop’s contract generation tool, if they don't already have their own contract templates. 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 for both Clients and Contractors.
8.2 Uploading Client Contracts. For the You Sign business model, if they already exist, Clients can also use the Ontop dashboard to upload and manage agreements that they have created and executed between them and their Contractors outside of our Platform. Clients can extract parameterized 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.
8.3 Responsibility for Client Contracts. Ontop has no responsibility or liability with respect to the content, validity, or enforceability of any document created and/or executed by Client and Contractors outside the Platform, nor is it responsible or liable for any matters or disputes arising from any such document. Similarly, Ontop 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 the Platform or on any document created outside of and/or uploaded to the Platform.
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 the Platform, or request that Ontop modifies or terminates contracts in the case of the Ontop Signs business model.
8.5 🚫 Prohibited Activities. If Ontop determines that the content of a contract violates these Terms or the Prohibited Activity List below, Ontop may remove the contract from Client’s dashboard without prior notice to Client. Ontop may also suspend or close a Client’s Account. Contracts removed from Client’s account may not be edited or restored. The list of prohibited activities is as follows:
8.6 🚦 Restricted Activities. The following restricted activity list is subject to enhanced due diligence (“EDD”) and anti-money laundering (“AML”) compliance procedures, which may be permitted to engage Ontop Services, depending on the outcome of compliance’s assessment:
8.7 Updates to Prohibited and Restricted Activities. We reserve the right to update, modify and otherwise alter, at our sole discretion, the criteria we adopt in applying the prohibited and restricted activity lists above and making use of risk-based assessments in our KYB and KYC processes, as well as in carrying out EDD and AML compliance procedures. The activities that Ontop considers to be prohibited and/or restricted include, but are not limited to the activities listed under Sections 8.5 and 8.6 above.
8.8 Prohibited Contract Terms. If by any means Ontop determines that a Client and/or Contractor may be engaging in or has engaged in conduct and/or activities in violation of these Terms, the Client and/or Contractor’s access to the Ontop Platform may be terminated immediately and/or their Account blocked. If the Client and/or Contractor’s Account is terminated or blocked in such circumstances, we are under no obligation to refund to the Client any funds linked to the Client and/or Contractor’s Account and they will not be able to access or modify the contracts through the Platform.
9. Ontop Wallet 💵
9.1 Wallet Overview. Clients and Contractors will have access to an e-wallet account from within the Ontop Platform (the “Ontop Wallet”, “Ontop Global Account” or simply “Wallet”).
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.
9.3 Confirmation of Wallet Transactions. The Ontop Wallet will allow the User to view the details of a given transaction in a pop-up or downloadable transaction summary (in .pdf format), which will include details on the payment method selected, and may include information on the estimated time of transfer and/or applicable fees and 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.
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 on a periodic basis 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.
9.5 Accounting for Individual Balances. Contractor hereby acknowledges, understands and authorizes that 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.
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, Ontop 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 Ontop’s receipt of the relevant payment transfer instructions from a Contractor through the Ontop Wallet, Ontop shall direct a Regulated Institution to transfer funds from the Wallet to the Contractor’s designated bank account and/or preferred payment method.
9.7 Ontop Signs; Ontop-Contractor Relationship. When Ontop is contracting with the Contractor directly on behalf of a Client, all of Contractor’s amounts receivable will be paid by Ontop and credited directly to the Contractor's Wallet. Upon Ontop’s receipt of the relevant payment transfer instructions from Contractor through the Ontop Wallet, Ontop shall direct a Regulated Institution to transfer funds from the Wallet to the Contractor’s designated bank account and/or preferred payment method.
9.8 Credit to Wallet Constitutes Performance. You acknowledge and agree that Ontop fulfills its 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.
9.9 Tax Withholdings. Whether under the You Sign or Ontop Signs business models, Ontop is not responsible for any withholding that is made or should be made when paying the Contractor, or for any exchange-related requirements from the applicable central bank and/or government authorities. Contractors will indemnify Ontop to the fullest extent for such Contractor’s non-compliance with any tax or foreign exchange-related fines, penalties, or interest, imposed on Ontop by any government authority.
9.10 Client Responsibility for Payment Information. The Client shall provide Ontop 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. Ontop 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 the exclusive fault of Ontop, we will take steps to rectify the error within thirty (30) days or to reimburse the Client for any losses incurred.
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, Client and/or 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, due to the time period from credit into the Wallet balance and the Contractor’s instructions to transfer the amount. Ontop 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. Contractor acknowledges and agrees that all payments to Contractors are processed by Regulated Institutions and that Ontop is 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 request for transfer. Ontop is not responsible or liable for foreign exchange obligations applicable to Contractors in their respective jurisdictions and they must consult with their tax advisors and/or accountants in order to comply with said obligations.
9.12 Wallet Toper Subscription Services. Ontop may offer its Users with subscription services that are supplementary to the Ontop Wallet (“Wallet Toper”), 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 Wallet Toper subscription plans. The respective terms of service for such Wallet Toper plans will apply, as updated from time to time on our Website. Wallet Users can opt out or unsubscribe from Wallet Toper subscription plans at any time.
9.13.1 By using any Payment Method and providing payment information to Ontop or to any Payment Service Provider, Client represents and warrants that Client is the owner, or authorized representative of the owner of the bank account or Payment Method account Client uses to send or receive payments, and that Client is legally authorized to send or receive payments using such accounts.
9.13.2 All payment services, including withdrawal services, will be provided by Ontop’s Payment Services Provider.
10. Tax Forms & Invoices 🧾
10.1 Tax Forms User Content. Ontop uses User Content to generate tax documents that may be required by Users from time to time. However, Ontop shall not be responsible or liable for providing income tax returns or any tax or foreign exchange forms to Users other than the forms that are generally available from within the Ontop Platform. Moreover, Ontop does not make any guarantees as to accuracy or correctness of any tax or foreign exchange forms generated by the Platform.
10.2 Tax Forms. For Users located within the United States, Ontop may automatically generate the W9, W-8BEN, W-8BEN-E and 1099 forms (“Tax Forms”) to be dated and signed by the Contractor. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using Ontop to generate and sign Tax Forms, Users represent and warrant that the information that they provide is accurate and complete, and specifically to the terms of Section 10 - Electronic Signatures and Legal Notices. We do not guarantee that information on any Tax Form generated by the Platform is accurate or correct, or that Users have selected the appropriate Form for the type of tax return they submit.
10.3 Ontop Invoices. Through the Platform, Ontop generates and submits invoices to Clients on behalf of Contractors when payment is due. Such invoices shall be issued in connection with the services rendered. If there are any additional payments or reimbursements to be made by the Client, please reach out to your account manager.
10.3.1 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 Ontop. In addition, Clients are responsible for making accurate payments of Ontop invoices. In the event that a payment transaction is executed incorrectly due to the exclusive fault of Ontop, 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/Legal Disclaimer. Ontop does not provide tax, legal or accounting advice to Users. Ontop will take all reasonable action to provide Users with the information that they need to make their own decisions about compliance with applicable local and international tax laws. If Users have any questions on the Tax Forms that Ontop generates and/or other applicable withholding tax rates, Users should consult their own tax, legal and/or accounting advisors prior to completing or submitting a Tax Form or paying for an invoice. Any advice given by Ontop shall not be construed as legal or tax advice.
10.5 Tax Indemnity. Upon request, Contractor will provide Ontop or Client with proof of timely payment of all income taxes, including estimated taxes to all tax authorities for fees paid under any agreement between Contractor and Client or Contractor and Ontop. Contractor agrees to indemnify and hold Ontop harmless from any and all claims which maybe asserted against Ontop by a tax authority because Ontop has not withheld sums from Contractor. Such obligation to reimburse shall exist regardless of whether Ontop is required to pay the aforementioned withholding taxes because a tax authority contends that Contractor is legally the employee of Ontop and/or whether Ontop is required to pay such taxes because of non-payment or underpayment of such taxes by Contractor. Furthermore, Ontop shall have no duty to oppose any effort to pay appropriate sums, and any such opposition by Ontop or claim for refund by Ontop shall be at the sole discretion of Ontop.
10.6 Withholding Tax Rates. Information regarding tax withholding rates calculated by Ontop is dependent on accurate and truthful information provided by Users and their situation or circumstances. Ontop will in no way be liable to 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 Ontop in the calculation of such tax withholding.
10.6.1 Information regarding tax withholding rates calculated by Ontop and provided to Client is further dependent on Client’s specific business circumstances and tax form settings Client provides to Ontop, 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. Contractors may not rely solely on the information presented by Ontop and must always consult with their tax advisors and/or accountants. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. Client also agrees that the amount of any invoice, and any fees Client owes for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.
10.6.2 Ontop will in no way be liable to Client and/or Contractor, any taxation authority, Client, Contractor and/or any third party for any losses or penalties, monetary or otherwise, arising from Client’s failure to adhere to these Contractor tax compliance obligations.
10.6.3 Clients are solely responsible for withholding taxes in their jurisdiction. Ontop, as a US corporation, has no responsibility to withhold taxes, and will in no way accept that Clients withhold taxes for the services rendered by Ontop. 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).
10.6.4 Ontop shall not be responsible or liable for making any tax withholdings required in the jurisdiction of the Contractor for payments made for services rendered by the Contractor. If there is any withholding to be made, the Contractor must make Ontop 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 refer to your accountants and/or tax advisors 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.
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 makes 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.
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.
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.
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.
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.
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.
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. Ontop respects the Intellectual Property of others and asks 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: (a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators, 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; (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 like 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 applications, registrations and renewals thereof, and all rights corresponding thereto; (d) trade secrets (including those trade secrets defined in the U.S. 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; (e) mask works; and (f) moral rights.
18.2 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 the Website and/or Platform and its content are owned by Ontop, its affiliates and/or suppliers. Neither these Terms (nor your access to the 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 5.1 - License. Ontop and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
18.3 Copyright/Trademark Information. All trademarks, logos, and service marks (“Marks”) displayed on the 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 🚧
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 and/or Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
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.
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 Disclosures. Ontop is located at the address in Section 22.5 - Contact Information. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
22.3 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.
22.4 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. 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.
22.5 📥 Contact Information:
Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808