Terms of Service

Age Requirement. You must be at least 18 years old to access or use the Services. If you are under 18 years old, you are not permitted to use or access the Services. By accessing or using the Services you represent and warrant that you are an individual of legal age to form a binding contract. We do not knowingly collect or solicit personally identifiable information from children under 18 years of age; if you are a child under 18 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information.

Customer Authorized User Requirement. Access to the Platform Services may only be granted by a customer of Ontra (each, a “Customer”) who has a written agreement with Ontra (a “Customer Agreement”). References to a “Customer Authorized User” in these Terms means an individual who has been authorized to access and use the Platform Services by a Customer in connection with a Customer Agreement. If you are a Customer Authorized User, your access to and use of the Platform Services is governed by and subject the terms of the Customer Agreement in addition to these Terms. References to a “User” in these terms means an individual who is an eligible user of any of the Services, including any Customer Authorized User.

Subject to your continued compliance with these Terms and, with respect to Platform Services, Customer’s compliance with the relevant Customer Agreement, Ontra grants to you a non-exclusive, non-sublicensable, revocable, non-transferable right to (i) access and use the Site for your internal, personal use only and (ii) to the extent you are an Customer Authorized User, access and use the Platform Services, and the relevant manuals, handbooks, reports, guides, and end-user software documentation relating to the Platform Services provided by Ontra to you either electronically or in hard copy form relating to the Platform Services (the “Documentation”) solely for your use of the Platform Services in connection with the Customer Agreement, and in each case, for no other purpose whatsoever, including any competitive purposes or on behalf of or for the benefit of any third party. Ontra reserves all rights not expressly granted to you in these Terms.

Creating a User Account. As a Customer Authorized User, you will be assigned a unique user account (a “User Account”) and accompanying account credentials (the “User Credentials”) to use or access the Platform Services. If you are assigned a User Account, you may be required to provide us with certain information, such as your contact information, and you must provide truthful, accurate, and complete information about yourself in connection with the creation of your User Account. You agree to update information related to your User Account if it changes at any time during your use of the Platform Services. Your User Account will allow you to access and use the Platform Services, including to display, list, remove, modify, or edit certain data related to certain End User Data and/or corporate information in accordance with the relevant Documentation.

Securing Your User Credentials and User Account. As a Customer Authorized User, you may not share your User Credentials or permit any other person to access the Platform or the Services through your User Account. You understand that you are responsible for maintaining the security of your User Credentials and User Account, and for any activity associated with your User Account, including any losses or liability incurred if you fail to protect the security of your User Credentials or User Account. As a result, you agree to take reasonable measures to secure your User Credentials and to prevent unauthorized access to your User Account. If you become aware of or suspect the unauthorized access to or use of your User Credentials or access to or use of your User Account, please update your User Credentials and contact [email protected] immediately. We are not liable for any harm related to any authorized or unauthorized access to or use of your User Credentials.

End User Property. For Customer Authorized Users making use of the Platform Services, the ownership of all data, documents, information or materials (collectively, “End User Data”) that you upload in your capacity as a Customer Authorized Users and Ontra’s use of such End User Data will be subject to the terms of the relevant Customer Agreement, pursuant to which you have been granted access to the Platform Services. With respect to all other Users, as between you and Ontra, you own all End User Data that you upload in connection with the Services. However, you understand that Ontra has the right (but not the obligation), in our sole and absolute discretion, and you hereby grant Ontra a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license, to use, edit, display, modify, aggregate, reproduce, distribute, redact, remove, re-categorize to a more appropriate location, or otherwise change any End User Data as we deem necessary to provide the Services or otherwise in accordance with the Terms and any other agreements with you and/or your partners, members, participants, investors and affiliates to which such End User Data relates. You represent, warrant and covenant that you have provided all notices, and obtained all authorizations, consents, permissions, and rights, as necessary, including as required under Applicable Laws (as defined below), to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Ontra is not responsible for any End User Data posted by any other person and will have no liability to you for any such End User Data. You are solely responsible for the accuracy, quality and legality of the End User Data and you represent that all End User Data is accurate, complete, up-to-date and in compliance with all Applicable Laws. You agree that you will not post, upload, share, store or otherwise provide through the Services any End User Data that infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.) or that violates any Applicable Laws.

Ontra Property. As between the parties, except as otherwise specified in a Customer Agreement, Ontra and its licensors owns all intellectual property rights or other right, title, or interest in or to the Services, including, but not limited to: (i) the Site and all content included on the Site, including images, illustrations, designs, icons, photographs, video clips and written and other materials displayed or performed or available on or through the Site (together, “Site Content”), (ii) all contents, including images, illustrations, designs, icons, photographs, video clips and written and other materials displayed or performed or available on or through a Third-Party Product (as defined below) (together, “Third-Party Hosted Content”), (iii) the Platforms, the software component of the Platform Services, and all Documentation, (iv) any Feedback (as defined below), (v) all Aggregated Data (as defined below), and (vi) any and all proprietary technology, algorithms, code, scripts, routines, user interface designs, architecture, class libraries, network designs, know-how, trade secrets, proprietary technology, feature or product names, logos, trademarks, service marks, and trade names (other than those provided by our Customers, the “Ontra Marks”) or other intellectual property in connection with the foregoing (collectively, the “Ontra Property”). Except as expressly provided in these Terms or a Customer Agreement, none of the Ontra Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way and nothing on this Site or Platforms may be construed to confer any license to any Ontra Property. Any rights not expressly granted herein are reserved by Ontra and you agree that you will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms or a Customer Agreement), create derivative works based on, or otherwise exploit any Ontra Property. You hereby represent, warrant and covenant that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Ontra Property you access through the Services, and that you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Ontra Property, (i) without the prior consent of Ontra or the owner thereof or (ii) in a way that violates someone else’s (including Ontra’s) rights.

Downloadable Content. Certain Site Content is available to be downloaded by Users (the “Downloadable Content”). Ontra hereby grants you permission to download, view, copy and print the Downloadable Content. You understand and acknowledge that the Downloadable Content does not constitute legal, financial, investment, tax, accounting, regulatory, compliance, or other similar professional advice and should not be used for any other purpose but your personal, informational, and non-commercial use. The Downloadable Content may not be modified or altered in any way, including the removal or alteration of any copyright and trademark notice. Any unauthorized use of any Downloadable Materials contained on the Site or Platforms may constitute a violation of copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes.

Feedback. You may from time to time provide suggestions, comments, questions, recommendations or other feedback with respect to the Services, including, without limitation, new features or functionality related thereto (“Feedback”). You hereby irrevocably assign to Ontra, all right, title, and interest in and to the Feedback. Ontra will be the owner of all Feedback and will be free to use, but have no obligation to use, without any attribution or compensation to you, all Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

Third-Party Property and Products. All (i) trademarks, product names, and company names or logos other than the Ontra Marks that are cited or displayed on or through the Services and (ii) data, materials, documents or other content posted by another User or any Customer belongs exclusively to that User or Customer (collectively, the “Third-Party Property”), are the property of their respective owners. Nothing in these Terms confer any rights in or licenses to Third-Party Property. Additionally, the Services may contain features or Third-Party Hosted Content that are integrated with software, web browser plug-ins, and/or applications that are provided by a third-party, or hyperlinks to third-party websites or made available or accessible to you via a third party’s platform (collectively, the “Third-Party Products”). You understand that all Third-Party Products are subject to their own terms and conditions with the provider of that Third-Party Product, and that Ontra has no control over, assumes no responsible for and makes no warranty of any kind with respect to any Third-Party Products or the content, accuracy, privacy policies or practices of or opinions expressed by any Third-Party Property owners, including those that you may interact with through the Services. Additionally, Ontra does not monitor, censor or edit the content of any Third-Party Property or Third-Party Products, or provide any maintenance or support services for the Third-Party Products. Ontra is not responsible for any license, exchange of data, interaction, service, information gathered from, or the use of, any of Third-Party Products. When you access the Third-Party Property and/or the Third-Party Products, you accept that there are risks in doing so, and release and hold us harmless from any and all liability arising from your use thereof.

Restricted Uses. Except as otherwise specified in a Customer Agreement, you agree that at you will not, and you will not permit any other person to, at any time: (i) copy, modify, or create derivative works of the Services, any 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, any software component of the Services, the Documentation, or Ontra Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of or any source code underlying the Services, in whole or in part; (iv) remove, obscure or modify any use of the Ontra Property or any proprietary notices or terms of use from the Services, any software component of the Services or the Documentation; (v) attempt to gain unauthorized access to the Services or the Platforms, including to discover or attempt to discover any software component of or any underlying HTML or source code underlying the Services or violate the security of any computer network or security encryption codes; (vi) use the Services, 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, or that violates Applicable Law; (vii) use or interact with the Services in any manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable or in a manner that jeopardizes the security of your or any other User; (viii) run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any other process that runs or is activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); or (ix) use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods on the contents of the Services or to collect, “crawl” or “scrape” any information from the Services or any other user of the Services, including another User. You understand and agree that a violation of any of the foregoing is grounds for the immediate termination of your right to use or access the Services.

Restricted End-User Content. You are legally and ethically responsible for any End User Data, including, but not limited to any writings, files, photos, reviews, documents, pictures, or any other materials, that you post or transmit on or through any Service that allows the interaction or dissemination of information. When accessing the Services, you agree not to upload, display, perform, transmit or otherwise distribute any End User Data that: (i) is known by you to be false, inaccurate, or misleading; (ii) infringes anyone’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation, including any export laws or regulations; (iv) is, or may reasonably be considered to be, defamatory, libelous, hateful, abusive, obscene, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership or corporation; (v) includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; (vi) except to the extent required to receive the Platform Services in connection with a Customer Agreement, includes information that references third party websites or addresses, email addresses, phone numbers, or other contact information of subjects without having obtained valid rights from such subjects to use and distribute such information; (vii) contains any computer virus, worms, or other potentially damaging computer programs or files; or (viii) that otherwise violates these Terms.

Compliance with Law. You acknowledge and agree that your access to and use of the Services may be subject to applicable laws, ordinances, rules and regulations, including without limitation, the rules and regulations of foreign, federal, state and/or local agencies (“Applicable Law”). You represent that your use of the Services, including as a Customer Authorized User, is not prohibited by Applicable Laws. Ontra is not responsible for your use of the Services in the event that your use violates any Applicable Law. You agree to comply with all Applicable Laws related to your use, transmission and disclosure of any data or information, including your End User Data, in connection with the Services, and that you will be responsible in the event you have violated Applicable Law in connection with your use of the Services.

Data Privacy. You may be asked, or choose, to provide personal information in a questionnaire, application, form, or similar document or service in connection with your use of the Services. Except as provided in connection with a Customer Agreement, any personal information that you provide to us will be subject to the Privacy Policy. However, Ontra’s use of personal data provided by you in your capacity as a Customer Authorized User and information provided to Ontra by or through a Customer pursuant to or in connection with a Customer Agreement may, instead or also, be subject to the terms and conditions of such Customer Agreement. Subject to the foregoing, and consistent with Applicable Law, the Privacy Policy governs Ontra’s use of the personal information you provide to Ontra or through the Services, including End User Data. In the event that you provide any personal information about or on behalf of another person or entity in connection with the Services or your use thereof, you hereby represent and warrant that you have obtained all right, permission, authority and consent required under Applicable Law to provide this personal information to Ontra and allow Ontra to use, handle and share this personal information in the manner set forth in our Privacy Policy. The Privacy Policy is incorporated by reference into the Terms, and by accepting these Terms, you acknowledge that you have read and understand the terms of the Privacy Policy.

Aggregate Data. You understand and agree that Ontra may monitor, collect, and compile data and information related to or derived from your use of the Services, including any End User Data you post or upload, in each case, in an aggregate and anonymized manner (the “Aggregated Data”). All right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Ontra. Ontra may use or disclose Aggregated Data (i) to its affiliates; (ii) in compliance with Applicable Law, including without limitation to improve and enhance the Services; and (iii) for other development, diagnostic, and corrective purposes in connection with the Services and other offerings by Ontra, including without limitation training, enhancing, or supplementing artificial intelligence or machine learning models, platforms, or algorithms; however, in no event will any Aggregate Data identify you or any other person identified in your End User Data or be identifiable as having originated from you.

Term. These Terms begin on the date you first use the Services and continue as long as you have an User Account with Ontra and/or continue to use the Services.

Suspension or Termination for Violation of these Terms. Ontra reserves the right to take down any End User Data or suspend or terminate your access to the Services at any time if it determines in its sole discretion that you have violated these Terms or that your use or access to the Services is causing or may cause immediate, material or ongoing harm to Ontra, the Site, the Platforms, the Services, another User or Customer, or any of our or our affiliates’ vendors, including without limitation our subprocessors.

Service Suspension. In addition to the foregoing rights, you understand that from time to time, your access and use of the Services may be temporarily unavailable, impaired, or suspended by Ontra due to any of the following: (i) scheduled maintenance, (ii) unscheduled emergency maintenance, (iii) your use of the Services (A) in violation of these Terms or (B) that causes, or may cause, immediate, material or ongoing harm to Ontra, the Site, the Platforms, the Services, another User or Customer, or any of Ontra or its affiliates’ respective vendors; (iv) 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 you to access or use the Services; or (vi) as a result of any governing legal or regulatory decree, guidance or opinion, a force majeure event, or any other event beyond the reasonable control of Ontra. Ontra will endeavor to provide you with advanced notice of any suspension to the extent practicable. Except as otherwise specified in a Customer Agreement, Ontra will have no liability to you for a suspension of the Services.

Termination of the Platform Services. As a Customer Authorized User, you may delete your User Account at any time by contacting [email protected], at which time you will lose the ability to access or use the Platform and the license(s) granted to you as an Customer Authorized User pursuant to these Terms and/or a Customer Agreement will terminate. Account termination may result in destruction of any End User Data associated with your User Account. Because your access to and use of the Platform Services is subject to the Customer Agreement, you understand that the Customer may suspend or terminate your User Account at its discretion or that we may suspend or terminate your User Account pursuant to the Customer Agreement without prior notice to you. Upon termination of your access to the Platform Services you must immediately cease all access to and use of the Platform Services.

Effect of Termination. Please refer to the Privacy Policy, as well as the licenses above, to understand how we treat information and End User Data you provide to us after you have stopped using the Services. All provisions of these Terms that expressly or by implication continue to govern your or our rights and obligations after termination of use of the Services shall survive notwithstanding completion of any transaction or project in connection with which the Services is used or the deletion of any User Account including, without limitation, any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement in Section 12.

Your Confidentiality Obligations. You understand and acknowledge that through your use of or access to the Services, you may have access to or receive certain nonpublic information regarding Ontra’s business, products and services or regarding other Users. You agree that you will not use or disclose any information you receive through the Services to any person except as required for your use of the Services, and that you will exercise a reasonable degree of care to maintain the confidentiality of that information. You understand that other Users with appropriate access rights may have access to your End User Data in connection with the Services. Ontra is not responsible to the extent any End User Data provided by you is subject to any confidentiality obligation to another person or entity.

Ontra’s Confidentiality Obligations. In addition to any obligations Ontra may have pursuant to a Customer Agreement, Ontra understands and acknowledges that it will have access to or come into possession of your End User Data through your use of or access to the Services, and Ontra will likewise exercise a reasonable degree of care to maintain the confidentiality of your End User Data. Ontra will only access or use your End User Data (i) as requested, instructed or permitted by its Customer, whose Customer Agreement permitted you to be a Customer Authorized User, (ii) to provide the Services or to improve, maintain or otherwise support the Services, (iii) as required by Applicable Law, or (iv) as otherwise described in these Terms, the applicable Customer Agreement or the Privacy Policy. Ontra does not want you to submit confidential or proprietary information to us through the Site. Information, comments, ideas, suggestions, Feedback or other materials submitted to Ontra through the Site will not be confidential. You understand and agree that Ontra reserves the right to freely use and/or disseminate such submissions on an unrestricted basis for any purpose.