ONTOP PLATFORM

Terms of Service

Last updated: August 2, 2021​

The website located at www.ontop.ai (the “Website”) ”) is a copyrighted work belonging to Ontop Holdings Inc. a US corporation organized under the laws of the State of Delaware (“Company”, “Ontop” “us”, and “we””). Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. This Website is maintained as a service to our users. By using this Website, you agree to comply with and be bound by the following terms and conditions of use. Please review these terms and conditions carefully. The Services we make available to you through the Website, are subject to these Terms. If you do not agree to these Terms, you should not use this Website.

THESE TERMS OF SERVICE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE WEBSITE.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10.2) 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. Accounts


1.1 Services for Users. Ontop offers customers a remote working alternative solution that connects clients (the “Clients”) with independent contractors (the “Contractors”) worldwide, being signed up directly by the Clients or through Ontop.

1.2 Account Creation.In order to use certain features of the Website, you must 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. You may delete your Ontop Account at any time, for any reason, by following the instructions on the Website. We may suspend or terminate your Account in accordance with Section 8 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 the OFAC sanctions list and we also have partnerships with different background check companies such as Truora.

1.3 Onboarding Process. You can create an Ontop Account either as a Client or as a Contractor.

a) Ontop Account for Clients. The first step for a Client is to sign up on Ontop´s platform and fill out all the information requested in order to create a user account. At the time of registration, the platform will request the information of the company and its legal representative(s), and more precisely it will request the following information:

Company Legal Name
Type of Company
Address and Zip Code
Tax ID

Admin/legal Representative:
Name of Legal Representative
Country of residence / Citizenship
Time Zone
Phone

After completing the sign up process, Client will be able to create a new contract, where the following information needs to be provided: contract start date, Contractor’s country of residence, scope of work, Contractor’s responsibilities, termination terms, payment amount and currency, frequency of payments and Contractors’ email. This process is exactly the same whether the Customer engages a Contractor directly (Contractor Agreement) or via Ontop (Plug ‘n Play).

b) Ontop Account for Contractors: Contractor will receive an email from the Ontop platform saying they have been invited to review and sign a contractor agreement from a Client or from Ontop. In order to sign the agreement, the Contractor must sign up on the Ontop platform with the same email and must create a user account. At the time of registration, Contractor will need to fill out different information depending on whether he or she is a company or an individual.

As an individual, Contractor will be asked for the following information: name, country of residence, nationality, document type (ID or passport), residence document number, fiscal/tax ID, address, city, date of birth, phone number, time zone and if he or she is a US Person and/or a Politically Exposed Person (PEP). Depending on the tax residence of the Contractor, additional documents may be required.

As a company, Contractor will be asked for corporate information and that of its legal representative(s). The following corporate information must be filled out: legal name, number of shareholders (name and % of each shareholder), country, company type, fiscal/tax ID, address, city, and zip code. Regarding the legal representative(s), the following information must be provided: name, country of residence, date of birth, time zone, phone number, and whether he or she is a US Person and/or a Politically Exposed Person (PEP).

c) 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 cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.4 Privacy. Your access to our Website is also governed by our Privacy Policy. Please review our Privacy Policy at www.ontop.ai/privacy-policy/.

2. Access to the Website


2.1 License. Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncommercial use.

Certain Restrictions.The rights granted to you under these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive website, product or service; and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future releases, updates, or other added features of the Website shall be subject to these Terms. All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof.

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Website (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 or any part thereof.

Support or Maintenance. We will make all reasonable efforts to provide you with support and assistance in connection with your use of the Website, on a case by case basis according to these Terms, subject to the provisions of Section 6 below.

Ownership. Excluding any User Content that you may provide (as defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets on the Website and its content are owned by Ontop, its affiliates and/or suppliers. Neither these Terms (nor your access to the Website) 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 2.1. Ontop and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3. User Content.


3.1 “User Content”means any and all information and content that a user provides to or uses on the Website (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with 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 3.3). 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. 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 7 below. Thus, we suggest that you create and maintain your own backup copies of your User Content.

3.2 License. You hereby grant Ontop (and you represent and warrant that you have the right to grant) an irrevocable, nonexclusive, royalty-free and fully paid worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Website. You hereby irrevocably waive (and agree to cause to be waived) any and all claims and assertions of moral and/or author rights with respect to your User Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

a) You agree not to use the Website to collect, upload, transmit, display or distribute any User Content that: (i) violates any third-party rights, including any and all copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, publicity rights or any other intellectual property or proprietary rights; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual and/or is otherwise objectionable; (iii) is harmful to minors in any way; or (iv) is in violation of any laws, regulations or obligations and/or restrictions imposed by any third party.

b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website 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; (iii) use the Website 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, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website; or (vi) use software or automated agents or scripts to produce multiple accounts on the Website, generate automated searches, requests or queries to strip, scrape, or mine data from the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website 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).

3.4 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.

3.5 Feedback. If you provide Ontop with any feedback or suggestions regarding the Website (“Feedback””), you hereby assign us any and all rights relating to such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any and all Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not send us any information or ideas that you consider to be confidential or proprietary.

3.6 Contracts. Users may enter into two types of contractual scope on the Ontop platform:

(i) Fixed Scope Contracts
(ii) Milestone Contracts

Either of these two types can be adjusted to our two contractual business models: Contractor Agreement (You Hire) or Plug ’n Play (We Hire).

3.7 Payment Methods. The Contractor can choose the payment method that best suits their preferences, such as: bank account (local or foreign), Paypal or Payoneer, among others.

  • 3.7.1. Payment agent

    With respect to the model Contractor Agreement (You Hire), Ontop will perform the payments to the Contractors acting on behalf of the Client and as per its prior instructions. Ontop, acting as agent, shall perform the payments to the Contractor directly or through one of its affiliates or subsidiaries.

    The Client acknowledges that providing Ontop with accurate information about the Contractor shall be the Client’s responsibility and therefore acknowledges that any payment made incorrectly to a Contractor as a result of inaccurate information provided by the Client shall not be the responsibility of Ontop or any of its affiliates and/or subsidiaries. As such, Ontop or any of its affiliates and/or subsidiaries shall not be responsible for the reimbursement of the payment(s) to Client nor for payments exceeding the sums instructed to be paid by Client to the Contractors.
3.8 Tax Forms.

User located within the United States: Ontop will automatically generate W9 form.

User located outside the United States: Ontop will automatically generate W-8BEN form.

4. 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 third party due to or arising from (a) your use of the Website, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) 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.

5. Third-Party Links & Ads; Other Users.


5.1 Third-Party Links & Ads. The Website 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.

5.2 Other Users. Each Website 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 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 user, we are under no obligation to become involved.

5.3 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 (including any interactions with or act or omission of other Website 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.”

6. Disclaimer.


THE WEBSITE IS 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 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, 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.

7. Limitation on 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, EVEN IF ONTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE WEBSITE 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.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

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.

8. Term and Termination.


Subject to this Section, these Terms will remain in full force and effect while you use the Website. We may suspend or terminate your rights to use the Website (including your Account) at any time for any reason at our sole discretion, including for any use of the Website in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Website 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, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.

9. Copyright Policy.


Ontop respects the intellectual property of others and asks that users of our Website do the same. In connection with our Website, we have adopted and implemented a policy to uphold copyright law that provides for the removal of any infringing materials and for the termination of user accounts, under the appropriate circumstances, from our Website for users who are repeat infringers of intellectual property rights, including copyrights.

10. General.


10.1 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 upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. Continued use of our Website 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.

10.2 Dispute Resolution. 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: 1321 Upland Dr., PMB 15685, Houston, Texas 77043. 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, YOU AND ONTOP WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

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

(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. NoNotwithstanding 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 measure s 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, the parties hereby agree to submit to the personal jurisdiction of the courts located within Harris County, Texas, for such purpose.

10.3 Export. The Website may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ontop, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Disclosures. Ontop is located at the address in Section 10.8. 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.

10.5 Electronic Communications. The communications between you and Ontop use electronic means, whether you use our Website or send us emails, or whether we post notices on our Website 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.

10.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Website. Our failure to exercise or enforce any right or provision of these Terms shall not be constituted as a waiver of such right or provision. The section titles used in these Terms are for convenience only and have no legal or binding effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Ontop is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and your rights and obligations hereunder may not be assigned, subcontracted, delegated or otherwise transferred by you without Ontop’s prior written consent, and any attempted assignment, subcontracting, delegation or transfer in violation of the foregoing will be null and void. Ontop may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

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

10.8 Contact Information:

Julian Torres
Address: 1321 Upland Dr., PMB 15685 Houston, Texas 77043
Email: help@ontop.ai
Telephone: +1 7603131822