Ontra Customer License General Terms and Conditions

The following definitions shall apply to these General Terms:

1. “Affiliate” means (i) an entity of which a Party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a Party, or (iii) an entity which is under common control with a Party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a Party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
2. “Authorized User” means any individual, including any employee, consultant, contractor, agent, client, partner, fund participant, actual or potential investor, advisor, counterparty, or other user, who is authorized by Customer to access and use any of the Services on Customer’s behalf or with Customer’s permission.
3. “Confidential Information” has the meaning ascribed to it in Section 7. For the avoidance of doubt, and subject to the enumerated exceptions set forth in Section 7(a) below, Customer Data shall be considered Customer’s Confidential Information.
4. “Customer” means the entity identified on the Order Form as the “Customer.”
5. “Customer Data” means the information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including the Restricted Data, Customer Documents, Customer Input, and Customer Output. For the avoidance of doubt, Customer Data shall not include any Ontra IP or Usage Data.
6. “Customer Documents” means, as applicable, each document that is submitted to a Platform, directly or indirectly, in connection with the Services by Customer, its Affiliates or any Authorized User acting on behalf of Customer or its Affiliate.
7. “Customer Input” means the information, data, materials, text, instructions, or other content (excluding Prompts), that is submitted, entered, posted, uploaded, or otherwise input to the Platform by or on behalf of Customer that may be processed or used by Ontra AI, to generate an output for the Customer, in connection with the Services. For the avoidance of doubt, Customer Input shall be considered “Customer Data.”
8. “Customer Output” means the information, data, materials, text, or other content generated or produced by Ontra for Customer resulting from Customer’s use of the Services. For the avoidance of doubt, Customer Output includes any results, information, data, content or other materials generated or produced in response to a Customer Input, and any summaries or other document abstracts of Customer Documents provided as part of the Services and shall be considered “Customer Data.”
9. “Documentation” means any user manuals, handbooks, reports, guides, and end-user software documentation relating to a Platform that may be provided by Ontra to Customer either electronically or in hard copy form. For the avoidance of doubt, Documentation shall not include any Customer Data.
10. “Fees” means, collectively, the fees set forth on each applicable Order Form.
11. “Ontra AI” means the suite of artificial intelligence or machine learning-powered features and functionalities made available to Customer by Ontra through Customer’s use of the Services.
12. “Ontra IP” means the Services, any software component of any Services, Documentation, Playbooks, Pre-Release Services, Feedback, Prompts, Aggregated Data, Ontra AI, and any and all proprietary technology, algorithms, code, scripts, routines, user interface designs, architecture, class libraries, copyright and related rights, network designs, know-how, trade secrets, proprietary technology, feature or product names, logos, trademarks, service marks, domain names, and trade names or other intellectual property in connection with the foregoing. For the avoidance of doubt, Ontra IP shall not include any Customer Data.
13. “Order Form” means a duly executed ordering document in which these General Terms are referenced.
14. “Platform” means any proprietary online software system or application that is owned, managed, operated and maintained by or on behalf of Ontra.
15. “Prompts” means any prompts, queries, Documentation, methodology, and training materials or instructions, as well as any data or content, in each case, developed and used by Ontra to train, fine-tune, develop, validate, or improve the Services. For the avoidance of doubt, Prompts shall not include any Customer Data.
16. “Services” means access to the Ontra Platform and the products or services modules purchased by Customer from Ontra, as identified on the relevant Order Form.
17. “Updates” means any update, upgrade, patch, fix or other modification to the Platform or Services which may be made available by Ontra to Customer from time to time on an as-available basis.

1. Order Form. Subject to the terms of this Agreement, Ontra shall provide, and Customer agrees to purchase, the Services set forth on each Order Form. The Parties agree that the terms set forth in each Order Form are incorporated by reference to these General Terms, and in addition to these General Terms shall apply to Ontra’s provision of, and Customer’s use of, the applicable Services. To the extent the Order Form includes certain additional terms agreed upon by the Parties (collectively, “Additional Terms”), such Additional Terms shall be incorporated into these General Terms in their entirety, and shall form a part of the Agreement.
2. Additional Services. The Parties may agree that Ontra shall provide, and Customer shall purchase, additional services or new or enhanced features or functionality for existing Services (each, an “Additional Service”). In order to receive an Additional Service, Customer and Ontra will mutually amend the applicable Order Form or enter into a new order form with respect to such Additional Service; provided, that Ontra shall not be required to perform any Additional Service unless and until such amendment or new Order Form is fully executed by duly authorized representatives of each Party. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments (e.g., on any website or publication) made by Ontra regarding future functionality or features.
3. Service Updates. From time to time on an as-available basis, Ontra may make Updates available to Customer without additional charge. Any Updates made available to Customer will become part of the Services and subject to these General Terms. For the avoidance of doubt, Updates shall not be deemed Additional Services.
4. Third-Party Products. As a convenience to Customer, Ontra may make optional integrations with third-party products available through the Services or an application programming interface (“API”) for use by Customer and/or its Authorized Users (the “Third-Party Products”). To the extent Customer or an Authorized User elects to use any Third-Party Products, Customer acknowledges and agrees that (i) such Third-Party Products are subject to their own terms and conditions with the Third-Party Product provider (the “Third-Party Provider”), (ii) Ontra makes no warranty of any kind with respect to such Third-Party Products, (iii) Ontra shall have no support, maintenance, or other obligations or liability under the Agreement with respect to any Third-Party Products. Any exchange of data or other interaction or service between Customer and any Third-Party Provider is solely between Customer and such Third-Party Provider.

1. License. Ontra grants to Customer a limited, non-exclusive, non-sublicensable (except solely to Authorized Users), revocable, non-transferable right to access and use the Services, the Platform, and the relevant Documentation during the Term. Ontra reserves all rights not expressly granted to Customer under this Agreement.
2. Proof of Value. Ontra may, in its sole discretion, offer to make certain Services available to Customer free of charge. In the event Customer accepts, Ontra will grant to Customer a limited, non-exclusive, non-sublicensable (except solely to Authorized Users), revocable, non-transferable license to access and use such Services during the POV Term set forth in the applicable Order Form, solely to evaluate whether to purchase a paid license for such Services (the “POV License”). Such POV License shall automatically terminate upon the earlier of (i) either Party’s cancellation, (ii) the expiry of the POV Term set forth in the applicable Order Form, or (iii) Customer’s purchase of a paid license for the Services. For the avoidance of doubt, Ontra does not guarantee that the Services will be available for Customer’s continued use after the POV Term set forth in the applicable Order Form unless and until Customer purchases a paid license for such Services.
3. Authorized Users.
   1. The Services may only be used or accessed by the Authorized Users, and such use or access may require the creation of an online account with Ontra. Ontra may assign a unique user account (a “User Account”) and accompanying account credentials (the “User Credentials”), which will allow each Authorized User to access and use the Services, including to display, list, remove, modify or edit certain data related to the Customer Documents and/or corporate information in accordance with the relevant Documentation. Customer shall be fully responsible for (A) identifying to Ontra those individuals who are permitted to be Authorized Users and who should be granted a User Account and User Credentials, (B) assigning the level of access permissions that should be granted to each such Authorized User through their User Account, and (C) all actions taken by each Authorized User within the Platform. Ontra shall not be responsible for any unauthorized access to the Platform or the Customer Data due to Customer’s failure to assign the appropriate level of access permissions within the Platform or due to the failure of Customer or any Authorized User to maintain the security of the User Credentials or User Account assigned to such Authorized User, including through the sharing of User Accounts or User Credentials.
   2. Customer shall use reasonable efforts to make all Authorized Users aware of the relevant provisions of these General Terms as applicable to such Authorized User’s use of the Services. To the extent any acts and omissions of any Authorized User would constitute a breach of these General Terms if performed by Customer, Customer shall be fully responsible for all such acts or omissions as if such acts or omissions were performed by Customer. Customer shall not, and shall use reasonable efforts to ensure that its Authorized Users do not, upload any Customer Data in violation of this Agreement (including with respect to Section 3(d)below). In addition, Customer shall promptly notify Ontra in writing in the event it reasonably suspects or becomes aware of any unauthorized access or use of any User Account, the Platform, or the Services, or the loss or compromise of any User Credentials, and Ontra may in its sole discretion and without liability, suspend access to the affected User Account until any suspected or actual unauthorized access is resolved.
4. Use Restrictions. Customer shall not use, or permit any Authorized User or third party to use, the Services, the Platform, any software component of the Services, or any User Account for any purposes beyond the scope of the access granted in these General Terms. None of Customer, its Affiliates or any of their respective Authorized Users shall at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, the software component of the Services or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, contribute, publish, transfer, or otherwise make available the Services, the software component of the Services, the Documentation, or Ontra IP; (iii) access all or any part of the Services or Documentation to research, develop, build or operate a product or service that provides the same or similar functionality or otherwise competes with the Services; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the software component of or any source code underlying the Services, in whole or in part; (v) remove, obscure or modify any use of Ontra IP or any proprietary notices or terms of use from the Services, the software component of the Services or the Documentation; (vi) attempt to gain unauthorized access to the Services, including to discover or attempt to discover the software component of or any source code underlying the Services, or otherwise use or interact with the Services for any purpose not reasonably intended by the Parties pursuant to the Agreement; (vii) run any Mailist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Customer its Affiliate or any of their respective Authorized Users are not logged into the Services, or use or interact with the Services in any other manner that interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (viii) use or interact with the Services in a manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable or that violates any applicable law or regulation; (ix) use or interact with the Services in a manner that jeopardizes the security of any User Account or User Credentials or in a way that could have the effect of disabling or otherwise shutting down any portion of the Platform, Ontra’s computer software or systems; or (x) upload any Customer Data or use the Services, the Platform, any software component of the Services or the Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person. If Ontra becomes aware of or reasonably believes Customer or any Authorized User has breached this Section 3(d), Ontra may terminate the Agreement or Customer’s or any Authorized User’s access to the Services immediately without liability.
5. Restricted Data. Customer shall not, or permit any Authorized User to upload, provide or otherwise post to the Platform information or materials outside the scope of the Services, including, but not limited to, protected health information, personal and consumer financial information, or any “sensitive” or “special categories” of Personal Data (as defined under applicable Data Protection Laws) (“Restricted Data”). In the event Customer or its Authorized Users upload any Restricted Data to the Platform, Customer acknowledges and agrees that Ontra shall not be responsible and will have no liability to Customer or any Authorized User for such Restricted Data. For the avoidance of doubt, Restricted Data shall not be considered “Personal Data” as defined in the DPA.

1. Platform Suspension Event. All or a portion of the Platform may be temporarily unavailable, impaired, or suspended by Ontra due to any of the following: (i) scheduled maintenance that Customer has been notified of in advance (email being sufficient); (ii) unscheduled emergency maintenance; (iii) one or more third party vendors suspending or terminating Ontra’s access to or use of its products or services that are required to enable Customer or an Authorized User to access or use the Platform; (iv) as a result of any governing legal or regulatory decree, guidance or opinion; (v) if Ontra determines that Customer or an Authorized User’s use of or access to the Platform (A) is being used in breach of these General Terms or (B) is causing, or may cause, immediate, material or ongoing harm to Ontra, the Platform, Ontra’s Affiliate, another customer of Ontra or its Affiliate or any of their respective vendors; or (iv) Customer’s failure to pay any Fees within thirty (30) days of such Fees becoming due and payable that Customer has been notified of in advance (email being sufficient) the foregoing clauses (i) through (vi) a “Platform Suspension Event”).
2. Result of a Platform Suspension Event. If a Platform Suspension Event occurs, Ontra shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably practicable following Ontra’s determination (in its sole discretion) that such Platform Suspension Event has been resolved. Ontra will have no liability for any damage, liabilities, or losses of any kind that may result from a Platform Suspension Event. Notwithstanding the foregoing, Customer may terminate the Agreement immediately upon notice and without penalty in the event a Platform Suspension Event pursuant to Section 4(a)(i)-(iv) is ongoing for thirty (30) days. All rights in this Section 4(b) are intended to be cumulative of and in addition to, and nothing herein shall be considered a waiver of, Ontra’s rights under Section 3(d) hereof.

1. Fees. Customer shall pay Ontra the Fees without offset or deduction in accordance with this Section 5. Any annual Fees shall be invoiced within thirty (30) days of the Effective Date indicated on the Order Form and thereafter within thirty (30) days of the date that is every twelve (12) months following such Effective Date. All other Fees shall be invoiced monthly, in each case, unless otherwise specified on the Order Form. All Fees shall be due and payable by Customer within thirty (30) days after the date of Customer’s receipt of the applicable invoice. In the event Customer requires Ontra to incur any costs in order to invoice Customer for the Fees, including by requiring Ontra to use a third-party billing product or service that requires Ontra to obtain a paid license for such use or payment processor costs, Customer shall reimburse Ontra for all such costs. In the event that Customer disputes the amount set forth in any invoice, Customer will notify Ontra promptly following Customer’s receipt of such invoice, and the Parties shall work in good faith to resolve such dispute; provided, that Customer shall not be entitled to withhold any portion of the Fees that remains undisputed. Unless otherwise specified in an Order Form, Customer acknowledges and agrees that Ontra may increase the Fees with respect to any Service for any upcoming renewal term of the applicable Order Form (as set forth therein) by notifying Customer of such increase no less than sixty (60) days prior to the expiration of the then-current Term.
2. Fee Adjustments. Customer understands and agrees that the Fees set forth in the Order Form are predicated on the use of the Services exclusively by the Customer Strategy/Region identified therein. Customer may request in writing, from time to time, that the Services set forth in the Order Form be made available to one or more of its Affiliates, or additional Customer Strategies/Regions (each, a “Customer Affiliate”). The provision of the Services to a Customer Affiliate may require additional Fees, which shall be mutually agreed upon by Ontra and the Customer Affiliate in good faith. Unless the Customer Affiliate enters into a separate Order Form with Ontra, Customer understands and agrees that (i) any Services accessed and/or used by the Customer Affiliate(s) and its Authorized Users shall be provided in accordance with these General Terms and the applicable Order Form between Customer and Ontra, and (ii) Customer shall be responsible for each Customer Affiliate’s compliance with the Agreement (including payment). In the event of a merger, consolidation, or similar transaction where Customer merges with another customer of Ontra, each party shall remain responsible for complying with the terms of their pre-existing Order Forms, including payment of the Fees. Notwithstanding the foregoing, the Parties may, by mutual written agreement, consolidate the Order Forms and extend the Services to the combined entity. Any such consolidation may require additional Fees, which shall be mutually agreed upon by the Parties in good faith and set forth in a new or amended Order Form.
3. Late Fee. If Customer fails to pay any undisputed Fees within fifteen (15) days after the time when such Fees become due and payable, Ontra may, without limiting its other rights and remedies hereunder, charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law until such amount is fully paid. Customer shall reimburse Ontra for all reasonable and documented costs incurred by Ontra in collecting any late payments and/or interest amounts, including lawyers’ fees, court costs, and collection agency fees.
4. Taxes. All Fees and other amounts payable by Customer set forth on the Order Form are exclusive of any taxes, levies, duties or similar governmental assessments of any nature however designated, including, without limitation, value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Where applicable, Customer shall provide its VAT/GST Registration Number(s). Customer shall be solely responsible for payment of all Taxes on any amounts payable by Customer arising from its use of or access to the Services, excluding Taxes based solely on Ontra’s net income. If Ontra is deemed to have the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Ontra with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer shall under no circumstances withhold Taxes from any amounts due to Ontra without the prior written approval of Ontra.

1. Term. The Agreement shall be effective as of the Effective Date of the initial Order Form entered into by the Parties and, unless otherwise specified on the applicable Order Form, shall continue until the earlier of (i) the expiration or termination of each Services Term specified on all outstanding executed Order Forms, or (ii) the termination of the Agreement in accordance with Section 6(b) below or the applicable Supplemental Terms (such period, the “Term”).
2. Termination. Either Party may terminate the Agreement or an Order Form, effective on written notice to the other Party, if (i) the other Party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) is capable of being cured, but remains uncured for thirty (30) days or more after the other Party receives written notice of such breach by the non-breaching Party; or (ii) the other Party (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or admits inability to pay its debts or (as applicable where the laws of England and Wales apply to this Agreement) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)I or 123(2) of the IA 1986 or being a partnership has any partner to whom any of the foregoing apply; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law that is not dismissed within sixty (60) days; (C) makes or seeks to make a general assignment for the benefit of its creditors or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party or (as applicable where the laws of England and Wales apply to this Agreement) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; provided that termination of an Order Form shall not result in the termination of any other Order Form entered into by the Parties unless otherwise agreed in writing. For the avoidance of doubt, if all Order Forms entered into by the Parties have been terminated or expired, and the Parties do not enter into any additional Order Forms within ninety (90) days of the last-expired or -terminated Order Form, then the Agreement shall automatically terminate. In addition to the foregoing, Ontra may terminate the Agreement pursuant to Section 3.3 of the DPA, effective on written notice to the Customer.
3. Effect of Expiration or Termination. Upon expiration or termination of the Agreement, (i) Customer shall and shall ensure that the Authorized Users immediately discontinue use of the Services, (ii) any licenses granted to Customer under Section 3(a) shall automatically expire, and (iii) Ontra shall grant Customer a limited license to access the Services and Platform for thirty (30) days (the “Retrieval Period”) solely to retrieve all Customer Data from the Platform. Ontra shall provide any assistance reasonably requested by Customer to facilitate such retrieval. All accrued and unpaid Fees shall immediately become due and payable to Ontra upon expiration or termination of the Agreement, and Customer shall pay all accrued and unpaid Fees (including, for the avoidance of doubt, any applicable late fees) to Ontra, in full, within thirty (30) calendar days of the termination or expiration of the Agreement. Notwithstanding the foregoing, in the event Customer terminates an Order Form or this Agreement pursuant to Section 6(b)(i) of the General Terms due to an uncured material breach by Ontra, Ontra will provide a pro-rata refund of any prepaid and unused Fees through the date of termination. Following termination or expiration of the Agreement and the Retrieval Period, Ontra will have no obligation to maintain or provide any Customer Data, and may, unless legally prohibited, delete Customer Data in its systems or otherwise in its possession in accordance with Section 7(d) below. This Section 6 and Sections 7 through 16 of these General Terms shall survive any termination or expiration of the Agreement.

1. Confidential Information. From time to time during the Term, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) certain nonpublic information regarding its business, in any form, that is designated as confidential or that should reasonably be understood to be confidential given the nature and circumstance surrounding the disclosure, including, but not limited to, the Services and/or Pre-Release Services (including information regarding features, functionality, and performance thereof), Customer Documents, Ontra IP and these General Terms, or any Order Form, in each case, as applicable (collectively, “Confidential Information”). “Confidential Information” shall not include information that: (i) is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives (as defined below) in breach this Section 7; (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a third party source not known to the Receiving Party or its Representatives to be under an obligation of confidentiality to the Disclosing Party with respect to such information; (iii) was already lawfully in the Receiving Party’s or its Representatives’ possession prior to disclosure by the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or its Representatives without use of or reference to the Disclosing Party’s Confidential Information.
2. Treatment of Confidential Information. Subject to the terms of this Section 7, the Receiving Party shall treat the Disclosing Party’s Confidential Information as confidential and shall only use or disclose such information as permitted in the Agreement. Subject to any applicable Supplemental Terms, the Receiving Party shall not disclose any Confidential Information without the Disclosing Party’s prior consent. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its Affiliates and each of its and their respective directors, officers, employees, agents, consultants, financing sources, professional advisors, vendors, contractors and representatives (to the extent such persons receive any Confidential Information, collectively, “Representatives”) who (i) need to know such information in connection with the Services and in order for the Receiving Party to perform its obligations or exercise its rights under this Agreement, (ii) are informed by the Receiving Party of the confidential nature of such Confidential Information, and (iii) who are bound by obligations of non-disclosure and limited use at least as stringent as those contained herein. The Receiving Party shall be fully responsible for its Representatives’ breach of the obligations of confidentiality and non-use set forth in this Section 7.
3. Required Disclosure. In the event that the Receiving Party, or any of its Representatives, is requested pursuant to, or required by, applicable law, regulation, or legal, regulatory or judicial process to disclose any Confidential Information, the Receiving Party or its Representative (as applicable) will, to the extent legally permitted under the circumstances, promptly notify the Disclosing Party in writing so that the Disclosing Party may (at the Disclosing Party’s sole expense) seek a protective order or other appropriate remedy and/or waive compliance with this Section 7. If no such protective order or other remedy is obtained, or if the Disclosing Party has waived the requirements of this Section 7 with respect to such information, the Receiving Party or its Representative, as applicable, shall furnish only that portion of the Confidential Information that is legally required to be disclosed based on the advice of counsel. Notwithstanding anything to the contrary contained in this Section 7(c), the Receiving Party and its Representatives may, without notice to the Disclosing Party, disclose any Confidential Information or any other information relating to the parties hereto, including the Agreement, pursuant to requests or requirements of any governmental, regulatory or self-regulatory agency having jurisdiction over the Receiving Party, its Representatives or their respective business or operations in the course of such agency’s oversight of such party provided that such requests are not specifically in respect of the Disclosing Party or the Services; provided that all such disclosures shall be subject to the confidentiality requirements under this Agreement to the fullest extent permitted by law.
4. Return or Destruction of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party shall, and shall direct its Representatives to, return to the Disclosing Party or destroy (at Receiving Party’s option) all Confidential Information in the Receiving Party’s possession and control including any copies thereof, and provide written confirmation of any such destruction. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information solely where such return or destruction would be reasonably impractical or impossible, or to comply with applicable legal requirements or archival, back-up or document retention policies; provided, further that any such information retained by the Receiving Party shall remain subject to the confidentiality requirements set forth herein for so long as such information is retained.

1. Data Security. Ontra shall at all times during the Term, (i) maintain designated administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data in the Services; and (ii) only access and use the Customer Data in accordance with its written security protocols. Ontra has no obligation to monitor Customer’s use of the Services but may do so and may suspend any use of the Services, or remove or disable Customer Data, that it believes may be or is alleged to be in violation of these General Terms.
2. Treatment of Customer Personal Data. Additionally, in connection with the Customer Data, Ontra will process any Personal Data within the Services in accordance with the obligations and information set forth in the Data Processing Addendum (the “DPA”) available at https://www.ontra.ai/Customer-Data-Processing-Addendum and, solely to the extent specified in the DPA, Ontra’s privacy policy available at https://www.ontra.ai/privacy-policy/. For the purposes of this Section 8, the terms, “Personal Data” and “processing” shall have the meaning given to them in the DPA.