Terms and Conditions

When you open an account to use or access certain portions of the Site, Applications, or Services, you must provide complete and accurate information as requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use a third party’s account, user name, or password at any time. You agree to notify Ontra immediately of any unauthorized use of your account, user name, or password. Ontra shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Ontra, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

In connection with the use of certain Ontra products or services, you may be asked to provide personal information in a questionnaire, application, form, or similar document or service. This information will be protected pursuant to our Privacy Policy. In addition, you grant Ontra a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate this personal information solely for the purpose of enabling your use of the applicable service. You may revoke this license and terminate rights held by Ontra at any time by removing your personal information from the applicable service.

This Site and Applications are owned and operated by InCloud, LLC. All right, title and interest in and to the materials provided on this Site and Applications, including but not limited to information, documents, logos, graphics, sounds, and images (the “Materials”) are owned either by Ontra or by our respective third party authors, attorneys, developers or vendors (“Third Party Providers”). Except as otherwise expressly provided by Ontra, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of Ontra’s intellectual property rights, whether by estoppel, implication or otherwise. See the “Legal Contact Information” below if you have any questions about obtaining such licenses. Ontra does not sell, license, lease, or otherwise provide any of the Materials other than those specifically identified as being provided by Ontra. Any rights not expressly granted herein are reserved by Ontra.

Ontra hereby grants you permission to download, view, copy and print the Materials on any single, stand-alone computer (or, for Microsoft Agave users, one copy of the Application on up to five devices affiliated with your Marketplace Windows Live ID account) solely for your personal, informational, non-commercial use provided that (i) where provided, the copyright and trademark notices appearing on any Materials not be altered or removed, (ii) the Materials are not used on any other website or in a networked computer environment and (iii) the Materials are not modified in any way, except for authorized editing of downloadable forms for personal use. This permission terminates automatically without notice if you breach any of the terms or conditions of these Terms of Use. On any such termination, you agree to immediately destroy any downloaded or printed Materials. Any unauthorized use of any Materials contained on this Site or Applications may violate copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes.

Please read this carefully. It affects your rights.

Summary:

Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us at [email protected] In the unlikely event that we are unable to resolve your complaint to your satisfaction (or if Ontra has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.

You may speak with independent counsel before using this Site.

Arbitration Agreement:

(a) Ontra and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:

claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);

claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of these Terms.

For the purposes of this Arbitration Agreement, references to “Ontra,” “you,” and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.

Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Ontra are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.

(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute (“Notice”) to the other party. A Notice to Ontra should be addressed to Notice of Dispute, General Counsel, InCloud, LLC, 456 Montgomery, 7th Floor, San Francisco, CA 94104 (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If Ontra and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ontra may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Ontra or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ontra is entitled.

You may download or copy a form to initiate arbitration from the AAA website at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820. (There is a separate form for California residents, also available on the AAA’s website at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.)

Some Ontra Services may be subject to additional posted guidelines, rules, or terms of service (“Additional Terms”) and your use of such Services will be conditioned on your agreement to the Additional Terms. If there is any conflict between these Terms of Use and the Additional Terms, the Additional Terms will control for that Service, unless the Additional Terms expressly state that these Terms of Use will control.

At various locations on the Site or through Applications, Ontra may permit visitors to post ratings, reviews, comments, and other content (the “User Content”). Contributions to, access to and use of the User Content is subject to this paragraph and the other terms and conditions of these Terms of Use.

Rights and Responsibilities of Ontra.

Ontra is not the publisher or author of the User Content. Ontra takes no responsibility and assumes no liability for any content posted by you or any third party.

Although we cannot make an absolute guarantee of system security, Ontra takes reasonable steps to maintain security. If you have reason to believe system security has been breached, contact us by email for help.

If Ontra’s technical staff finds that files or processes belonging to a member pose a threat to the proper technical operation of the system or to the security of other members, Ontra reserves the right to delete those files or to stop those processes. If the Ontra technical staff suspects a user name is being used by someone who is not authorized by the proper user, Ontra may temporarily disable that user’s access in order to preserve system security. In all such cases, Ontra will contact the member as soon as feasible.

Ontra has the right (but not the obligation), in our sole and absolute discretion, to edit, redact, remove, re-categorize to a more appropriate location, or otherwise change any User Content.

Rights and Responsibilities of Ontra Users or Other Posters of User Content.

You are legally and ethically responsible for any User Content – writings, files, pictures, or any other work – that you post or transmit using any Ontra service that allows interaction or dissemination of information. In posting User Content, you agree that you will not submit any content: that is known by you to be false, inaccurate, or misleading; that infringes anyone’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Please see Compliance with Intellectual Property Laws below; that violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising). Please see Compliance with Export Restrictions below; that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership or corporation. Please see Inappropriate Content below; that includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; that includes information that references other websites, addresses, email addresses, phone numbers, or other contact information; that contains any computer virus, worms, or other potentially damaging computer programs or files; that otherwise violates these Terms of Use.

Under United States federal law, you retain copyright on all works you create and post as User Content unless you choose specifically to renounce it. In posting a work as User Content, you authorize other members who have access to that service to make personal and customary use of the work, including creating links or reposting, but not otherwise to reproduce or disseminate it unless you give permission for such dissemination.

You grant Ontra a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell, distribute, and/or incorporate such content into any form, medium, or technology throughout the world without compensation to you. You have the right to remove any of your works from User Content at any time.

You are not required to provide your real name when signing up as a user of Ontra. Ontra permits anonymous or pseudonymous accounts. Any user may request that such member’s email address be hidden to provide for additional privacy.

Ratings and reviews will generally be posted in two to four business days.

By submitting your email address in connection with your rating and review, you agree that Ontra may use your email address to contact you about the status of your review and other administrative purposes.

THE SITE, APPLICATIONS, AND ALL MATERIALS, DOCUMENTS, OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE OR APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ONTRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ONTRA MAKES NO WARRANTY THAT: (A) THE SITE, APPLICATIONS, OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE, APPLICATIONS, OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATIONS, OR ANY MATERIALS OFFERED THROUGH THE SITE OR APPLICATIONS, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE, APPLICATIONS, OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.

OBTAINING ANY MATERIALS THROUGH THE USE OF THE SITE OR APPLICATIONS IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. ONTRA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE.

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD ONTRA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER, IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF ONTRA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF ONTRA, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.