Third-Party Platform User Terms of Service

Last updated: July 1, 2024

These Third-Party Platform User Terms of Service (these “Third-Party Platform User Terms”) apply to you if you are using the Platform Services as a Third-Party Platform User.  These Third-Party Platform User Terms become effective on the date you first accept the Terms upon creating a User Account and continue until the expiration or termination of the Customer Agreement through which you have been provided access to and use of the Platform Services. These Third-Party Platform User Terms of Service are intended to supplement the Terms of Service (the “Terms”) through which these Third-Party Platform User Terms are linked. Capitalized terms used herein but not otherwise defined will have the meaning ascribed to those terms in the Terms.

Please read these Third-Party Platform User Terms carefully before you start to use the Platform Services.

1. AUTHORIZATION. You have been authorized by our customer through their Customer Agreement to access and use the Platform Services. As a result, our customer may limit, suspend or terminate your access to the Platform Services at any time for any reason.  You understand and agree that Ontra will have no liability to you under any Customer Agreement, and that Ontra’s obligations to you as a Third-Party Platform User are set out solely in the Third-Party Platform User Terms.
2. ACCEPTANCE. By accepting the Terms, you accept these Third-Party Platform User Terms. If you are accessing or using the Platform Services on behalf of an organization or entity that employs or engages you, you hereby represent and warrant that you have the authority to agree to the Terms, including these Third-Party Platform User Terms, on that organization’s or entity’s behalf and bind them to the Terms (in which case, the references to “you” and “your” in the Terms, except for in this sentence or as expressly provided otherwise, refer to that organization or entity).  Your electronic acceptance of the Terms, including these Third-Party Platform User Terms, has the same effect as if you entered into a definitive written agreement with Ontra. You may not access the Platform Services if you are a direct competitor of Ontra, except with our prior written consent.
3. LIMITED LICENSE.  Subject to the terms of the Customer Agreement through which you are provided access to the Platform Services, Ontra grants you a non-exclusive, non-sublicensable, revocable, non-transferable right to access and use the Platform Services for your internal business use, including on behalf of or at the direction of our customer, and for no other purpose whatsoever. Ontra reserves all rights not expressly granted to you in these Terms.  You may not access the Platform Services for a competitive purpose.
4. THIRD-PARTY PLATFORM USER END USER CONTENT AND CUSTOMER DOCUMENTS. Any End User Content that you upload in your capacity as a Third-Party Platform User and Ontra’s use of such End User Content, will be subject to the terms of the relevant Customer Agreement pursuant to which you have been granted access to the Platform Services. Ontra may also access or use your End User Content as requested, instructed or permitted by the Customer pursuant to the applicable Customer Agreement.  You understand that the Customer is the sole and exclusive owner and licensee of all rights, title, and interest in the End User Content uploaded to the Platform. Ontra has no responsibility for the accuracy, completeness, or quality of any End User Content made available to you through the Platform, the information contained in that End User Content, or your use of or reliance on any End User Content.
5. RESTRICTED USE OF THE PLATFORM SERVICES.  In addition to the restrictions on your use of the Services described in the Terms, with respect to your use of the Platform Services, you also 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 Platform Services, any software component of the Platform 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 Platform Services, any software component of the Platform 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 Platform 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 Platform Services, any software component of the Platform Services or the Documentation; (v) attempt to gain unauthorized access to the Platform Services or the Platforms, including to discover or attempt to discover any software component of or any underlying HTML or source code underlying the Platform Services or violate the security of any computer network or security encryption codes; (vi) use the Platform Services, any software component of the Platform 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 Platform 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 Platform Services, or any other process that runs or is activated while you are not logged into the Platform Services, or that otherwise interferes with the proper working of the Platform Services (including by placing an unreasonable load on the Platform Services’ infrastructure); or (ix) use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods on the contents of the Platform Services or to collect, “crawl” or “scrape” any information from the Platform Services or any other user of the Platform Services, including another User. You understand and agree that a violation of any of the foregoing is grounds for the immediate termination or suspension of your right to access or use or the Platform Services.
6. AUTHORIZED USER DATA
   1. Account and Usage Data.  In addition to Ontra’s use of personal data in accordance with our Privacy Policy, Ontra may collect other categories of data from you based on your use of the Platform Services, including Account Data and Usage Data. You understand and agree that Ontra is the owner of all Account and Usage Data. For the purposes of these Third-Party Platform Terms: (i) “Account Data” means data, that relates to Ontra’s relationship with you or your use of the Services, and data Ontra may need to collect for the purpose of managing its relationship with you, identity verification, or as otherwise required by applicable laws and regulations and all meta data or technical system data created in connection with Ontra’s delivery of the Services; and (ii) “Usage Data” means data collected and processed by Ontra in connection with providing the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
   2. Aggregated Data.  You agree that Ontra may monitor, collect, and compile data and information related to or derived from your use of the Services, including Account Data and Usage Data, and End User Content in connection with providing, maintaining, supporting and/or improving the Services (“Derivative Data”).  In addition to any rights of Ontra described in the Terms, Ontra will also own all Derivative Data to the extent it is aggregated and anonymized.
7. NO REPRESENTATIONS. ONTRA MAKES NO REPRESENTATIONS TO YOU WITH RESPECT TO THE PLATFORM SERVICES OR THE ONTRA PROPERTY, WHICH ARE PROVIDED TO YOU “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW ONTRA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (ONTRA AND ALL SUCH PARTIES TOGETHER, THE “ONTRA PARTIES”) HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PLATFORM SERVICES OR THE ONTRA PROPERTY.
8. INDEMNIFICATION FOR USE OF THE PLATFORM SERVICES. You will indemnify and hold harmless Ontra, its affiliates, and its and its affiliates’ respective directors, managers, officers, employees, agents, successors and assigns from and against any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) incurred by Ontra in connection with any action, claim or proceeding brought by a third party (excluding subcontractors and agents of Ontra) arising out of or in relation to your use of the Platform Services, including your use of, posting or other transmission of your End User Content, or your violation of the Terms, including these Third-Party Platform User Terms.