Ontra End User Terms of Service

Last Updated: July 1, 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

These Terms of Service (these “Terms”) are entered into by and between You and InCloud, LLC (together with its affiliates, “Ontra”, “us”, “our” and “we”). These Terms govern your access to and use of our website located at https://www.ontra.ai, all associated sites, and all other sites owned or managed by Ontra (collectively, the “Sites”), including any products, content, functionality, and services we offer on or through the Sites and/or Ontra’s web-based platforms (each, a “Platform”), including any applications or application plug-ins (“Platform Services”, and together with the Sites, the “Services”). Please read these Terms carefully before you start to use the Services.

1. ACCEPTANCE AND ELIGIBILITY.
   1. By using the Services in any way or creating a User Account (as defined below), you accept and agree to be legally bound and abide by these Terms. These Terms will remain in effect for so long as you access or use the Services or have a User Account (as defined below) and may be modified at any time in Ontra’s sole discretion. If at any time you find these Terms unacceptable or if you do not agree to these Terms, you must immediately discontinue any use of the Services. By continuing to access or use the Services after any changes have been made, you signify your agreement to the modified Terms.
   2. EXCEPT AS OTHERWISE SPECIFIED HEREIN, THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND ONTRA RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND THAT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE MAY BE LIMITED. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15, YOU AGREE THAT DISPUTES BETWEEN YOU AND ONTRA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. ADDITIONALLY, YOU ARE HEREBY WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE REVIEW SECTION 15 OF THESE TERMS FOR DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTE WITH ONTRA. If you object to the dispute resolution mechanisms set forth in these Terms, you must not use or access the Services.
   3. 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 and must not access or use 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 with Ontra and meet all the foregoing eligibility requirements. References to a “User” in these Terms means an individual who is an eligible user of any of the Services.
2. ADDITIONAL TERMS. 
   1. These Terms include provisions in this document as well as those in Ontra’s Privacy Policy, available at https://www.ontra.ai/privacy-policy/ (the “Privacy Policy”). Additionally, your access to or use of certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by accessing or using any such Services, you agree to comply with such Additional Terms.
   2. If you are accessing the Platform Services with the permission of one of our customers via that customer’s written agreement with Ontra (a “Customer Agreement”), your use of the Platform Services is governed by that Customer Agreement.  These Terms are not intended to modify the terms of any Customer Agreement, and do not give you the right to enforce the terms of any Customer Agreement against Ontra in your capacity as an individual User. If you are an employee of that customer (each, a “Personnel User”), Sections 13, 14, and 15 of these Terms will not apply to your use of the Platform Services. If you are not a Personnel User, then you will be considered a “Third-Party Platform User” for the purposes of the Terms, and the Third Party Platform User Terms will also apply to your use of the Platform Services.    
3. USER ACCOUNTS.
   1. Creating a User Account. You may be required to create, or you may be assigned, a unique user account (a “User Account”) and accompanying account credentials (the “User Credentials”) in order to access or use the Platform Services. If you are assigned or create a User Account, you may be required to provide Ontra with certain information, such as your contact information. You agree to provide truthful, accurate, and complete information about yourself in connection with the creation of your User Account, and to update information related to your User Account if it changes at any time during your use of the Platform Services.
   2. Securing Your User Credentials and User Account. You may not share your User Credentials or permit any other person to access the Platform 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.
4. OWNERSHIP.  You understand and agree that as between you and Ontra, Ontra owns all intellectual property rights or other right, title, or interest in or to the Services, including, but not limited to: (i) the Sites and all content included on the Sites, including images, illustrations, designs, icons, photographs, video clips and written and other materials displayed or performed or available on or through the Sites (together, “Site Content”), (ii) the Platforms, the software component of the Platform Services, and all 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”), (iii) 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”), (iv) any suggestions, comments, questions, recommendations or other feedback relating to the Services that you provide (“Feedback”), (v) certain Service account and usage data (described in Section 7.2 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 Customers, the “Ontra Marks”) or other intellectual property in connection with the foregoing (collectively, the “Ontra Property”).  You may not copy, reproduce, republish, download, upload, post, display, transmit, or distribute in any way any of the Ontra Property, and nothing on the Sites or Platforms may be construed to confer any license to any Ontra Property or to use or exploit the Ontra Property in any manner whatsoever without the prior consent of Ontra or as set out in a Customer Agreement. Any rights not expressly granted herein are reserved by Ontra.
5. 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 Sites or Platforms may constitute a violation of copyright laws, trademark laws, laws of privacy and publicity, and communications regulations and statutes.
6. THIRD PARTY APPLICATIONS. The Sites may contain features 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”).  Ontra may make available Ontra Property through a Third-Party Product (“Third-Party Hosted Content”).  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 liability or responsibility for and makes no warranty of any kind with respect to any Third-Party Products and Ontra does not 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.
7. PRIVACY AND DATA USE. 
   1. Any personal data that you provide to us in connection with your access to and use of the Services will be subject to Ontra’s Privacy Policy, which also governs Ontra’s use of such personal data. 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.  To the extent you are a User of the Platform Services, any personal data that is provided to us by you in your capacity as a User of the Platform Services, or by or through an Ontra customer in connection with a Customer Agreement, may, instead or also, be subject to the terms and conditions of such Customer Agreement. 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.
   2. 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 Services.  Except to the extent limited by a Customer Agreement, you understand and agree that Ontra may collect data from you based on your use of the Services, including on an aggregated and anonymized basis, for its internal use in connection with providing, maintaining, supporting and/or improving its products and services.
8. COMPLIANCE WITH LAWS. 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 is not prohibited by Applicable Laws, and understand and agree that Ontra is not responsible for any use of the Services that 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.
9. RESTRICTED USE OR ACCESS TO THE SERVICES.
   1. General Restrictions.  You will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Services or any portion of the Services, nor will you take any action to interfere with or damage the Services or any other User’s use of or access to the Services. Copying or modifying any Ontra Property or using the Ontra Property for any purpose other than your personal, non-commercial use is prohibited unless otherwise explicitly provided in these Terms. All rights not expressly granted in these Terms are reserved.
   2. End User Content Restrictions.  Ontra may provide the ability for Users to post or transmit content, including, but not limited to any writings, files, photos, reviews, documents, pictures, or other materials (collectively, “End User Content”), through the Sites. You are solely responsible for the End User Content that you post or transmit through the Sites, and you agree that no End User Content that you post or transmit through the Sites: (i) infringes anyone’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (ii) is in violation of any applicable local, state, national or foreign law or regulation; (iii) is, or may reasonably be considered to be, defamatory, libelous, hateful, abusive, obscene, biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any person or entity; (iv) includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party; or (v) that otherwise violates these Terms.  By posting or transmitting End User Content to the Sites, you grant to Ontra a perpetual, non-exclusive, worldwide, unlimited right to publish, post, display, copy, adapt, modify, create derivative works from, or otherwise use that content in connection with the Services. Ontra is not responsible for, and does not endorse, any End User Content and assumes no liability for any loss or damage caused by any End User Content that you may interact with through the Services.  Ontra reserves the right to refuse to post or to remove any End User Content, in whole or in part, that, in its sole discretion, is unacceptable, inappropriate or in violation of these Terms, but Ontra has no responsibility to monitor, censor or edit the End User Content.
10.  TERM, SUSPENSION AND TERMINATION.
    1. Term. These Terms are effective and binding on you on the date you first use the Services and continue as long as you continue to use the Services.
    2. Suspension or Termination for Violation of These Terms. In addition to any rights contained in a Customer Agreement, Ontra reserves the right to remove any End User Content or suspend or terminate your access to the Services at any time if Ontra determines, in its sole discretion, that your access to or use of the Services is (A) in violation of these Terms or (B) causing, or may cause, immediate, material or ongoing harm to Ontra, the Sites, the Platform, the Services, another User or Ontra customer, or any of our vendors.
    3. Effect of Termination. Please refer to the Privacy Policy, as well as the licenses in these Terms, to understand how we treat information and End User Content 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 15.
11. CONFIDENTIALITY.
    1. Your Confidentiality Obligations. You understand and acknowledge that through your access to or use of 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.
    2. Ontra’s Confidentiality Obligations.  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.
12. SECURITY AND SUPPORT. Ontra takes reasonable steps designed to maintain security of its systems and the Services. However, we cannot guarantee the security of our systems or Services, and we do not have any control over the security of the networks you use to transmit information to the Services. For more information about our security practices, see our Security and Trust page. If you have reason to believe system security has been breached, or if you encounter any issues with the Services, please contact us at [email protected].
13.  DISCLAIMERS.
    1. No Warranties. THE SERVICES ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW ONTRA AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES.
    2. No Legal or Other Advice. NOTHING IN THE SERVICES, ANY SOFTWARE COMPONENT OF THE SERVICES OR THE DOCUMENTATION NOR ANY PORTION THEREOF CONSTITUTES LEGAL, TAX, ACCOUNTING, REGULATORY OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY ONTRA OR ITS AFFILIATES. Neither Ontra nor its affiliates is a law firm or provides legal services, advice, or representation. If legal or other professional assistance is required, the services of a competent professional should be sought. You assume all responsibilities and obligations with respect to any decisions, advice, conclusions, legal or tax opinions, or recommendations made or given as a result of your use of the Services, including without limitation any decision made or action taken in reliance upon content, or incorporating or referencing the content made available or accessed through the Services. No attorney-client relationship is formed with Ontra or any of its affiliates by virtue of providing the Services. None of the Services or content shall constitute or be construed as a recommendation, solicitation, offer, opinion, by Ontra or any of its affiliates for any financial transaction, the purchase of a financial instrument, including but not limited to securities, or any kind of investment.
    3. Data Events. You understand that the transmission of data in connection with the use of the Services is subject to the potential for errors, omissions, delays and losses that may give rise to loss or damage to your End User Data (a “Data Event”). You understand these risks are inherent to the Services, and that you are responsible for adopting reasonable measures to limit the impact of a Data Event. If you experience a Data Event, please notify Ontra immediately at [email protected]. Ontra will use its commercially reasonable efforts to promptly remedy any nonconformity or defect in the Services that resulted in a Data Event upon discovering it. Ontra will not be responsible to address or remedy any Data Event to the extent, (a) you fail to promptly notify Ontra of such Data Event, (b) the Data Event was caused by software or other equipment that was not provided by Ontra, or (c) the Data Event arises from your breach of these Terms.
    4. Use of Artificial Intelligence. When you use the Services, you may use or interact with automated features and/or automatically generated outputs resulting from Ontra’s use of artificial intelligence, machine learning models or similar technologies. While these features are designed to improve your experience using the Services, these technologies are evolving and may generate outputs that are incorrect, inaccurate or not suitable to your use of the Services. You are responsible for reviewing all outputs to ensure that they are appropriate for your requirements before using, relying on, or sharing those outputs.
14.  INDEMNITY AND LIABILITY.
    1. Indemnification of Ontra. 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 Services, including your use of, posting or other transmission of your End User Content, or your violation of these Terms, including (if applicable) the Third-Party Platform User Terms of Service. 
    2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT WILL ONTRA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES (INCLUDING, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, COST OF REPLACEMENT GOODS OR SERVICES, OR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA) ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, IN EACH CASE, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONTRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED $100. NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT LIMIT ANY LIABILITY OF ONTRA FOR FRAUD OR WILLFUL MISCONDUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
15. DISPUTE RESOLUTION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ONTRA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ONTRA. 
    1. Summary. Each party agrees that, to the extent we are unable to satisfactorily resolve a dispute after attempting to do so informally, any disputes brought by you in your capacity as a User and/or in relation to these Terms will be resolved through binding arbitration rather than in a court of general jurisdiction. For the avoidance of doubt, any dispute you may have in your capacity as a Personnel User or on behalf of the Customer that authorized your use of the Platform Services shall be handled by Ontra and the Customer pursuant to the dispute resolution procedures set forth in the applicable Customer Agreement. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. In any litigation between you and Ontra over whether to vacate or enforce an arbitration award, YOU AND ONTRA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    2. Exceptions. As limited exceptions to the Section entitled “Summary” above, and subject to the Section entitled “Exclusive Venue” below, nothing in these Terms will be deemed to waive, preclude, or otherwise limit either party’s right to: (a) bring an individual action in small claims court in the New York County, New York or any United States county where you live or work; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive or other equitable relief in a court of law and competent jurisdiction; or (d) file suit in a court of general jurisdiction to address an intellectual property infringement claim.
    3. Arbitration Agreement. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Ontra and you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding, before a single arbitrator in the County of New York in the State of New York, the United States of America. You also acknowledge and agree that Ontra’s officers, directors, managers, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, all Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. Any arbitration between you and Ontra will proceed in the English language and be governed by the JAMS Streamlined Arbitration Rules and Procedures then in effect (collectively, “JAMS Rules”) by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. You understand and agree that, except as expressly provided otherwise herein, the arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND ONTRA ARE EACH WAIVING ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY OR IN FRONT OF A JUDGE OR TO PARTICIPATE IN A CLASS ACTION. This Section 15 will survive termination of these Terms.
    4. Notice. If you or Ontra intends to seek arbitration, the party seeking to initiate the arbitration proceeding must first send, by U.S. certified mail, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), a written Notice of Dispute (“Notice”) to the other party. A Notice to Ontra should be sent via U.S. mail or other nationally recognized overnight courier addressed to Notice of Dispute, InCloud, LLC, 2041 East Street PMB39, Concord, CA 94520, Attn: General Counsel with a copy of the Notice submitted via email to [email protected] (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”). Upon receipt of a Notice, Ontra and you will attempt in good faith to resolve the dispute described in the Notice. If Ontra and you do not reach an agreement to resolve the dispute 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.
    5. Arbitration Costs. The JAMS Rules will govern payment of all arbitration fees. The prevailing party in any arbitration action or proceeding will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party that is determined by the arbitrator(s) to have prevailed on the major disputed issues. Notwithstanding the foregoing, if the value of your claim is less than ten thousand ($10,000) dollars, and the arbitrator, upon final disposition of the case, finds the substance of your claim and/or the relief sought was not frivolous or initiated for an improper purpose, Ontra will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration.
    6. Class Action Waiver. YOU AND ONTRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THAT 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. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, then all of the preceding language in this Section 15 will be null and void.
    7. Exclusive Venue. In any circumstances where the foregoing arbitration agreement permits either you or Ontra to litigate any dispute, claim or controversy arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and the parties agree that the exclusive jurisdiction and venue of any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be in the state or federal courts of and located in, respectively, New York County in the State of New York, the United States of America, or the federal district in which that county falls.
    8. Modifications to this Arbitration Provision. If Ontra modifies this arbitration provision, other than a change to our address for delivery of a Notice, you may reject the modification by sending us written notice within 30 days of being notified of that modification to Ontra’s Notice Address, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Ontra.
16. MODIFICATIONS OR UPDATES TO THESE TERMS. Ontra reserves the right to modify or update these Terms and the Services (subject to the terms of any Customer Agreement) from time to time. If, in our sole discretion, we determine any modifications or updates to be material, we will make reasonable efforts to notify you via your registered e-mail address Ontra. You agree that Ontra has no responsibility to update you with respect to non-material modifications or updates. It is your responsibility to review these Terms periodically while accessing or using the Services. If you don’t agree with the new Terms, you must immediately discontinue any use of the Services. You understand and agree that your continued use of the Services following Ontra’s posting a notice of any modification or update to these Terms indicates your acceptance and agreement to all such modifications and updates. Except for changes by us as described herein, no other amendment or modification of these Terms will be effective unless in writing and agreed upon by both you and us.
17. COMMUNICATIONS WITH ONTRA.
    1. As part of the Services and if you provide your contact information you agree to receive communications directly by email or through the Services regarding such Services from Ontra. If you contact us via the Services or by direct email, you are communicating with us electronically. If you contact us electronically, you agree to receive communications from us electronically. We will communicate with you by email or by posting notices on the Sites or through the Platform Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. 
    2. By signing up for the Services or a User Account, you confirm that you want Ontra to send you information by email regarding your account or transactions with us or that we think may be of interest to you, and you agree to receive communications from Ontra, and you represent and warrant that each person you register for the Services or for whom you provide email addresses has consented to receive communications from Ontra. You agree to indemnify and hold Ontra harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
    3. You may from time to time provide Feedback to Ontra, including ideas for new features or functionality. If you provide Feedback, you agree to assign to Ontra, all right, title, and interest in and to that Feedback. You also understand and agree that Ontra may (but is not required or obligated to) use the Feedback you provide for any purpose without any attribution or compensation to you.
18. COMMENTS AND CONCERNS. Ontra values your input. Any requests for technical support or other communications related to these Terms or the Services should be directed to: [email protected].
19. MISCELLANEOUS. These Terms, the Third-Party Platform User Terms, all applicable Additional Terms, and any other policies referenced herein constitute the entire agreement between you and Ontra regarding the Services. You may not assign or transfer your rights or obligations under these Terms without Ontra’s written permission, and any attempt to assign or transfer this Agreement without Ontra’s permission will be void. Ontra may transfer, assign, or delegate these Terms and our rights and obligations without consent. You and Ontra agree that no other person may enforce your rights against Ontra or Ontra’s rights against you under these Terms. If any portion of these Terms is found to be invalid, illegal, or unenforceable, that portion will be limited or eliminated only to the extent necessary so that the remainder of these Terms will otherwise remain in full force and effect or impact the enforceability of these Terms. Ontra’s failure to exercise or delay in exercising its rights or remedies under these Terms will be considered a waiver of those rights or remedies or prevent Ontra from exercising those rights or remedies or any other rights or remedies granted by law.

BY ACCEPTING THESE TERMS AND CONTINUING TO ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.

Previous Versions

End User Terms of Service, November 14, 2023