Legal Page B2B

Client General Terms and Conditions

These Client General Terms and Conditions are governed by the Client General Terms and Conditions, which form the basis of your contractual relationship with Ontop. If you engage any additional services from within the Ontop Platform, the specific terms for those supplementary services will apply.

🧐PLEASE MAKE SURE TO READ THESE CLIENT GENERAL TERMS AND CONDITIONS CAREFULLY, INCLUDING ANY SUPPLEMENTARY TERMS OF SERVICE, POLICIES AND DISCLAIMERS, AS THEY ARE NON-NEGOTIABLE AND APPLY TO YOUR RELATIONSHIP WITH ONTOP AS A CLIENT.

‍If you use the Ontop Platform as a Worker, the B2C General Terms and Conditions will apply to you. If you engage any additional services from within the Ontop Platform, the specific terms for those services will apply.

Client General Terms and Conditions - Ontop Platform

🛣️ Embarking on the journey to accessing payroll and financial services for your international remote workers as our Client requires some ground rules to ensure that we are Ontop of the important details. We are committed to making your path as simple and transparent as possible.

‍These Ontop Platform Client General Terms and Conditions (“Client T&Cs” or “Terms”) form the basis of the legally binding contract between you and us.

THESE Client T&CS WILL REPLACE THE ONTOP PLATFORM TERMS OF SERVICE IN RELATION TO THE CLIENT EXPERIENCE OF THE ONTOP PLATFORM AND ONTOP CLIENT SERVICES FROM FEBRUARY 9, 2024 ONWARDS.

🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AND/OR CLIENT SERVICES. THESE TERMS ARE NON-NEGOTIABLE.

1. Let’s Begin! Overview of the Ontop Platform🪂💻

We believe in a world without borders. A world where companies can hire the global talent they need, whenever they need to, and pay them hassle-free.The Ontop Platform empowers businesses to contract, onboard, make payments to and manage relationships with local and international remote workers. Giving businesses the freedom to hire talent worldwide is something that Ontop cares a lot about. Hire and pay your rockstars, no matter where in the world they are and on time. Promoting your global workforce expansion has never been easier.

2. Who or What is That? 🙋 AKA Key Definitions

🏢🛎️ “B2B Services” or the “Services” are the suite of payroll and payment management services available to Clients on the Ontop Platform, including but not limited to contracting, onboarding, making payments to and/or managing relationships with Workers. Client Services includes Payroll Service, available Financial Services, and payment management services.

🏢 “Client” means any individual or legal entity that engages Ontop to contract, onboard, make payments to and/or manage its relationships with Workers.

🏢🚪 “Client Account” or “Account” is the user account that a Client can create on the Ontop Platform and use for the purposes of engaging Client Services.

👷 “Contractor” is an individual or legal entity that performs services for Clients as an independent contractor.

🏭🎥 “Employer of Record” or “EOR” is the payroll service under which Ontop manages personnel hired and paid by Ontop as Employees, processing salaries or wages for them, as well as managing extralegal benefits.

⏱️👔 “Employee”, “Full-Time Employee” or “FTE” is an individual that is hired by Ontop or its partners, in accordance with local labor laws, to provide services to Clients.

‍📊🛎️“Financial Services” means any available financial services offered by Ontop to Ontop you or to the Workers, including but not limited to Ontop Wallet, Ontop Card, Card Account, Client Account, Worker Account, subscription plans, and other financial services.

🦾💺“Flex Seats” is the invoicing model for Client Services that charges recurring fees based on the number of active Worker contracts created by Clients.

🌎💺“Global Seats” is the Software-as-a-Service (“SaaS”) subscription model through which Clients can access the Platform and Client Services to onboard and pay Contractors, paying a fixed subscription fee per Global Seat.

🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.

🔛🔝“Ontop Total Fee” means all fees payable by you to Ontop, encompassing but not limited to Ontop Fees and Payroll Fee. This definition also includes any variable and transactional fees associated with services provided by Ontop.

🔛🔝“Payroll Fee” means a fee charged by us for the Ontop Signs, Employer of Record (EoR), and/or Ontop Contractor Pro services for managing and facilitating the hiring of the Worker and its services rendered in accordance with a statement of work created by the Client.

💻 “Ontop Platform” or the “Platform” means the proprietary SaaS platform available via login through the Ontop Website and through mobile apps available on Apple iOS and Android, among others.

🌐 “Ontop Website” or the “Website” means the website located at www.getontop.com.

🏋️💵“Ontop Worker Wallet” or “Worker Wallet” means the electronic or digital wallet account available to Workers from within the Ontop Platform that allows them to receive compensation payments from Clients and make electronic transactions to their own personal account(s) or to third-party accounts.

👉 “User”, “you” and “your”, within the context of these Terms, means any person with authorization to access an Ontop Client Account, which includes Clients and their representatives, among others.

🏋️ “Worker” can mean a Contractor or Employee, as an individual or legal entity. In cases where the context permits it, Worker will be used as a general term and when specifically required we will use the terms Contractor or Employee.

3. Overview of our Client Services 🏢🛎️

The suite of Client Services that we provide to Clients through our Platform can be divided into two main segments: (i) payroll services; and (ii) payment management services.

3.1 Payroll Services 🧾🛎️

Our payroll services aim to enable our Clients to contract, onboard, make payments to and/or manage relationships with international Workers (“Payroll Services”).

Depending on the type of relationship, Ontop acts as a payment agent, a contracting party, or both. The business models covered by our Payroll Services include: (i) You Sign; (ii) Ontop Signs; (iii) Ontop Contractor Pro; and (iii) Employer of Record (EOR). Payroll Services can be offered under a SaaS subscription model (Global Seats), recurring service fee (Flex Seats), or a transactional service fee (membership). The Global Seats and Flex may not be available in certain locations, depending on the countries and/or jurisdictions involved.

3.1.1 You Sign 👉✍

Under the You Sign business model, Clients engage Contractors directly. We act as a payment agent of the Contractor (payee) to make payments of compensation for services received from a Client (payor) to Contractors in their Ontop Wallet. We may assist Clients in generating independent contractor agreements if they do not have their own standard contract templates. We have no involvement in the relationship between Contractor and Client under You Sign, nor the work agreed to by them.

3.1.2 Ontop Signs 🔛🔝✍

Under the Ontop Signs business model, we subcontract Contractors on your behalf. We take care of generating the legal agreements necessary to enable us to provide the Ontop Signs Payroll Service. We make compensation payments to Contractors directly in their Ontop Worker Wallet, in our capacity as a contracting party, unless agreed otherwise specified, or the Contractor is located in a jurisdiction where the Ontop Wallet is not available.

3.1.3 Ontop Contractor Pro 🔛🔝✍

Under the Ontop Contractor Pro business model, you, Ontop, and the Contractor enter into an agreement by which Ontop provides payroll, staffing, platform access, and availability to Ontop Financial Services. Ontop also facilitates the Contractor’s service and handles payment of the contractor’s compensation in the contractor’s Ontop Wallet unless otherwise specified or if the Ontop Wallet is unavailable in the Contractor’s jurisdiction. We may also assist you in generating statements of work, tax forms in the United States and issuing certificates or other legal documents directly related to Ontop Contractor Pro services.

3.1.4 Employer of Record (EOR) 🏭🎥

Under the EOR business model, we (or our partners) will hire and register Employees in the country where they reside, according to local labor laws and regulations. We may make compensation payments to Employees to accepted local bank accounts or to the Ontop Worker Wallet, subject to the limitations of local authorities and the express authorization of the Employees.

3.1.5 Updates to Payroll Services 🆙📅🧾

We reserve the right to update, modify, and otherwise alter, at our sole discretion, the Payroll Services and business models we offer, their respective fees and pricing, and the countries in which they are offered. In the event of any such updates or modifications, we will provide you with five (5) days’ written notice, outlining the changes in business models, fees, or any other pertinent details.

3.2 Payment Management Services 💰💼

3.2.1 Ontop Balance ⏩💰

You can make advance payments on the Ontop Platform for future Ontop Invoices. These payments will be reflected in your Client Account as either a positive or negative credit balance, ensuring transparency and facilitating smooth, uninterrupted payments to your Contractors.

3.3 Ontop API 🤖

3.3.1 Integration with Client Platforms and Systems

We may provide you with an application programming interface (API) to allow for custom integration between the Ontop Platform and associated data (“Ontop API”) with your own platforms and systems (“Client Platform(s)”). We will provide you with the necessary tools and documentation to integrate the Ontop Platform with Client Platform(s). In order for Ontop API to work, you will need to provide all of the data fields normally required by the Ontop Platform for creating and modifying contracts, making payments, among others. Such information may include contracts & Worker information, financial data (wallet, payments, invoices, bank accounts, etc.), among others.

3.3.2 Client Responsibility for Ontop API

You are responsible for correctly implementing Ontop API with your own platforms and systems. You are fully liable for any incorrect data from Client Platforms that are synchronized with the Ontop Platform or that result in unintended actions, payments, or any other event that may cause harm or damages to you, Ontop, or any third party. You assume all responsibility for the accuracy of the data stored on Client Platforms. You represent and warrant that any data processed on Client Platforms was done in compliance with all applicable laws and in accordance with the provisions of our Privacy Policy.

3.4 Ontop Integrations🔌

We may offer native API integrations with industry-standard payroll and accounting platforms and systems to you (“Ontop Integrations”). You assume all responsibility for the accuracy of the data stored on third-party platforms that use Ontop Integrations. You represent and warrant that any data processed on third-party platforms and/or through Ontop Integrations was done in compliance with all applicable laws and in accordance with the provisions of our Privacy Policy.

3.5 DirectPay ⚡💸

Through Ontop API or normal use of Payroll Services on the Ontop Platform, you may be able to make payments to Contractors hired under the You Sign business model by providing mandatory contract data, without the use of our contract automation tool or uploading a signed contract based on your own template to the Ontop Platform (“DirectPay”). Nonetheless, you represent and warrant that you have written contractual agreements executed with all Workers you onboard on the Ontop Platform. We reserve the right to establish conditions for Workers eligible for use of DirectPay, including, but not limited to monthly compensation, results of background checks, or any other criteria we establish at our sole discretion. In the event that an authority or relevant third party requests proof of contract between you and any Workers from us, you undertake to provide us with the signed contract within twenty-four (24 hours), under penalty of material breach of these Terms and cause for termination under Section 9.2 - Term and Termination below.

3.6 Acknowledgment of Ontop as Payment Agent of Workers 💸🕴

You acknowledge and accept that we (or our affiliates) act as the duly authorized payment agent of Workers (“Payment Agent”). As a Payment Agent, we will receive all payments due to Workers, in their capacity as a payee, from Clients, in your capacity as payor, and ensure the timely and accurate delivery of these funds to Workers. As mentioned in Section 7 of the Worker T&Cs, all Workers must expressly accept the Payment Agent Terms. Your obligation as a payor will be satisfied at the moment that payment is received and available to us as the Payment Agent, unless such payment is disputed by you.

3.7 Beta Test Services 🧪

From time to time, we may invite you to try certain services, features or functionalities that we may make available to you for evaluation or testing purposes only (and not for production use), which are designated as beta, test, pre-release, limited release, developer preview, non-production, or any other similar description (“Beta Test Services”). You may accept or decline to engage Beta Test Services at your sole discretion. Beta Test Services are provided for evaluation purposes and not for production use, may contain bugs or errors, and may be subject to additional terms. BETA TEST SERVICES ARE NOT CONSIDERED “SERVICES” UNDER THESE TERMS AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We reserve the right to modify, update, or discontinue Beta Test Services at any time and at our sole discretion, with or without prior notice.

4. Client Onboarding 🏢🔛🛹

4.1 Your Client Account 🏢🚪

‍Important information on procedures for opening a new Client Account: To help the US Federal Government fight the funding of terrorism and money laundering activities, US Federal law requires us to obtain, verify, and record information that identifies each person who opens an Ontop Client Account.

‍To use our Platform, you need to register for a Client Account and provide certain information about yourself upon registration. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.

4.1.1 Creating your Client Account

In order to engage Client Services, you will need to sign up for a Client Account and fill out all the required information. If the Client is a legal entity, we will request the company's legal name, DBA name, type of company, tax ID, name of the individual creating the Client Account, country of incorporation, beneficial owners and controlling persons, tax information, among other information. The individual creating the Client Account will be asked to perform an ID verification process. If the Client is an individual, we will request their name, country of residence, nationality, type of document, ID document number, tax ID, among other information.

(i) After completing the KYB process and receiving final approval, you will be able to create contracts on our Platform, as explained further below.

(ii) In certain cases, you will receive a form to provide more information to conduct our Enhanced Due Diligence (“EDD”), as part of our Know Your Business (“KYB”) process.

4.1.2 Client Account Suspension or Termination by Us

We may suspend or terminate your Client Account as per Section 9.2 - Term and Termination below.

4.1.3 Client Account Deletion by You

You may delete your Client Account at any time, for any reason, by following the instructions available from within our Platform.

4.1.4 Client Account Security and Responsibilities

You are fully and solely responsible for the security of your Account and for maintaining the security of your Account, and for the confidentiality of your login, Client Account information, and the activities that you carry out on your Account. You must take reasonable steps to ensure that your electronic devices are secure from any type of malware, such as viruses, scams, spam, phishing, and other forms of cyber threats. This includes, but is not limited to:

- Installing and maintaining up-to-date antivirus software: Ensure that all devices used to access services provided by Ontop, including but not limited to Payroll Services (“Ontop Services”) are protected by reputable and current antivirus software to mitigate the risk of malware and other security threats.
- Avoiding unsafe networks: Refrain from using public Wi-Fi networks for making transactions or accessing Ontop Services. Use secure, private networks whenever possible to enhance the safety of your data transmissions.
- Protecting your credentials: Safeguard your login details, devices, and any associated wallets. Store all sensitive information securely and ensure that access to such information is strictly controlled.
- Regular password updates: Change your passwords at least every six months, incorporating a mix of symbols, letters, and numbers to create strong, hard-to-guess passwords. Ensure that passwords are longer than six characters.
- Practicing safe password creation: Avoid using dictionary words, common names, consecutive character strings, simple keyboard patterns (e.g., qwerty, asdf), and generic passwords. These practices reduce the risk of brute force or dictionary attacks.
- Using enhanced security features: Enable Ontop’s dynamic token authentication and consider using two-factor authentication (“2FA”) codes received through SMS or WhatsApp. These measures add an additional layer of security to your account, significantly reducing the likelihood of unauthorized access.Each Ontop account is personal to the user for whom it is created. Account sharing is strictly prohibited and may result in termination of service access. It is imperative to keep passwords and other authentication mechanisms confidential and stored securely, avoiding any easily accessible or clear-text formats. You agree to immediately notify us through our customer support at cx@getontop.com or the Ontop Contact Center of any unauthorized use or suspected unauthorized use of your Account or any other security issues or compromises, including those related to passwords. In the event of the loss of a mobile device or loss of e-mail access, we highly recommend contacting customer support and or the Ontop Contact Center. We will not be liable for any loss or damage arising from your failure to comply with the above requirements, including loss of funds from Ontop Balance, as defined in Section 7 of these Terms.

4.1.4.1 Limitation of Ontop’s Liability on Account Security

Ontop is committed to maintaining the security of the Ontop Platform, Payroll Services, and Financial Services, including the Ontop Wallet, Ontop Card, and Card account. Despite our efforts to provide a secure environment, we are not liable for losses or damages, including the loss of funds, resulting from unauthorized access or transactions due to your failure to secure your account credentials or devices. It is your responsibility to safeguard your passwords, devices, and any other means of accessing your account to protect against unauthorized access. You must report any unauthorized transactions or security breaches within two business days to limit your liability to $50. Failure to report unauthorized transactions within 60 days of receiving your transaction statement may result in greater liability. Ontop will only be liable for losses resulting directly from our misconduct or gross negligence in maintaining the security of our services. We are not liable for losses where the unauthorized transaction or access results from any action or inaction on your part that violates our security guidelines or your obligations under these Terms of Service.

4.1.5 Prohibited Activities

Engaging in activities that violate Federal laws related to information protection, including but not limited to hacking, phishing, and spamming, is strictly prohibited. Violators will be subject to prosecution by the appropriate Federal law enforcement agencies. Violations leading to unauthorized access or damage to Ontop systems, Platform, Payroll Services, or Financial Services may face legal consequences under Title 18, U.S. Code, potentially including fines and imprisonment.

4.1.6. Your Security Acknowledgments

4.1.6.1 Proactive Security Measures: You acknowledge that Ontop employs proactive security measures to safeguard the integrity of the Ontop Platform, including but not limited to robust authentication methods, secure communication protocols, and continuous monitoring of transactions. These measures are designed to protect against unauthorized access and fraudulent activities.

4.1.6.2 Security Compliance: You acknowledge and agree that you will adhere to all security requirements and recommendations outlined in these Terms, as well as any additional guidance provided by Ontop, to protect your access credentials from phishing or other fraudulent schemes. This adherence is essential for safeguarding your account and the integrity of your transactions.

4.1.6.3 Reporting Unauthorized Transactions: You acknowledge and agree to immediately follow the steps outlined in Section 4.1.4.1 of these Terms in the event of any unauthorized transfer or suspicion thereof. This includes promptly notifying Ontop within the timeframe specified to ensure limited liability. Failure to report unauthorized transactions in a timely manner may increase your liability for any resulting losses.

4.1.6.4 Notifications of Transactions: You acknowledge that Ontop will provide notifications and/or receipts for each electronic transfer you initiate. These notifications may be delivered through various channels, including email, SMS, WhatsApp, and mobile notifications. It is your responsibility to ensure that Ontop has up-to-date contact information to receive these notifications promptly.

4.1.7. Client Account Registration Information

We reserve the right to modify the information required for you to provide in order to create and/or maintain an Account and/or for the purposes of conducting periodic KYB and/or due diligence processes from time to time and at our sole discretion. We may request additional tax information depending on the country of incorporation or principal place of business of the Client company. When required under our Client Services, we may share your data with third parties in accordance with our Privacy Policy. We also reserve the right to terminate access to our services if we believe that you have violated these Terms, the Worker Wallet Terms of Service, or Ontop Card Terms of Service, engaged in illegal activities or acted inconsistently with our security requirements. Ontop will not be liable for any resultant damages to you or any third party.

5. I have a Client Account! Now, how do the Payroll Services work? 🤔🧾🛎️

5.1 Fee Models for Ontop Payroll Services

Payroll Services can be offered under a number of different fee models, namely: (i) a SaaS subscription model (“Global Seats”); (ii) recurring service fee based on active contracts (“Flex Seats”); or a transactional service fee (“Membership”). If you engaged Ontop as a Client under our former Ontop Platform Terms of Service, you may have been offered a pricing scheme in which monthly Ontop Fees were charged to you whenever you made compensation payments to Workers.

5.2 Global Seats Model - SaaS Subscription Plan 🌎💺

Global Seats is a Software-as-a-Service (SaaS) subscription plan through which we provide you with a license to access the Ontop Platform and use Client Payroll Services. Through Global Seats, we grant you and your Workers the license referenced in Section 6.1 - License below. Each Global Seat allows you to hire, onboard, and pay an individual Worker under a single contract through our Platform. Each additional contract with the same Worker will require a separate Global Seat. If a contractual relationship with the Worker ends, a Global Seat with an active subscription can be used for new Workers. Global Seats are available for the You Sign and Ontop Signs Payroll Services only. You may modify the amount of Global Seats by communicating Ontop in writing. Ontop may, at its sole discretion, modify the Global Subscription Fees or the Subscription Period at any time by communicating in writing. The continuation of the relationship between Client and Ontop will constitute implicit acknowledgment and acceptance of the Global Seats' new terms.

5.2.1 Subscription Fees

Clients can acquire a number of Global Seats and pay the subscription fees applicable to the respective Payroll Service business models (“Global Seats Subscription Fee(s)” or “Subscription Fee(s)”). We may provide list prices for Global Seats Subscription Fees and offer you discounted rates, depending on certain factors such as Global Seat volumes subscription periods, among others. Subscription Fees are payable regardless of whether you use the Global Seats to hire Workers during any particular month or other designated period.

5.2.2 Subscription Period

You will have access to a certain number of Global Seats for the period of time agreed upon with us (“Subscription Period”). You are bound by the terms of the Subscription Period to pay for the Subscription Fees. If you choose to cancel your Global Seats subscription before the Subscription Period has ended, you will (i) not be eligible for a refund of Subscription Fees paid in advance or (ii) all future unpaid Subscription Fees for the remainder of the Subscription Period will become due and payable immediately, unless you have agreed otherwise in writing with us.

5.2.3 Subscription Fees Billing cycle

We may bill the Subscription Fees on a monthly or yearly basis, or another billing cycle as agreed upon otherwise in writing with us.

5.3 Flex Seats Model - Active Contracts 🦾💺

Flex Seats is a comprehensive Payroll Service and invoicing model designed for Client Services. Under Flex Seats, you only pay for the active contracts you have in place with Workers, allowing you to dynamically manage your Worker contracts and associated costs.

5.3.1 Flex Seats Fees

You can create contracts on our Platform and pay the fees applicable to active contracts under the respective Payroll Service business models (“Flex Seats Fee(s)”). An “Active Contract” means a contract that has been created by you on our Platform and executed between you and your Worker(s), whether the start date is within the specific billing cycle or not. We may provide list prices for Flex Seats Fees and offer you discounted rates, depending on certain factors such as Flex Seat volumes, among others. Flex Seats Fees will be calculated on the base monthly compensation of a Worker under the Active Contract; any additional payments to the Workers will be subject to an additional Ontop Total Fee. Flex Seats Fees are payable regardless of whether you make payments to Workers during any particular month, so long as you have an Active Contract with the Worker. Ontop may modify at its sole discretion the Flex Seats Fees at any time by communicating in writing. The continuation of the relationship between Client and Ontop will constitute implicit acknowledgment and acceptance of the new Flex Seats Fees.

5.3.2 Flex Seats Billing Cycle and Invoicing

Clients will be invoiced Flex Seats Fees based on the given number of existing or created active contracts within a given month on the Ontop Platform. Each Client will have a unique monthly invoice issuance date, which is set once and can range from the 1st to the 28th day of every month, as agreed upon between Ontop and the Client (“Cutoff Date”). If you create a new contract or end an existing one after the Cutoff Date, we will bill you Flex Seats on a prorated basis with respect to the active contracts in question. Any changes to the Cutoff Date must be mutually agreed upon in writing by both Client and Ontop and may be subject to adjustments in the invoicing process.

5.3.3 Active Contract Terminations and Deactivations

5.3.3.1 Active Contract Termination

Clients are responsible for ensuring compliance with the Active Contract termination process and for addressing any outstanding contractual matters accordingly. Failure to terminate Active Contracts through our Platform will result in continued charges of Flex Seat Fees. Under Ontop Signs and Contractor Pro, both the monthly compensation to the Contractor and associated Flex Seats Fees will continue to be charged by us until the Master Service Agreement entered between Ontop and the Client and/or the Independent Contractor Staffing Agreement entered between the Client and Ontop, or the Client, Ontop, and the Contractor is properly terminated through our Platform by notifying the parties of such terminations.

5.3.3.2 Active Contract Deactivation

At our sole discretion, any You Sign traditional contracts that have not been paid for more than ninety (90) days may be deactivated. This action may be taken without prior notice to you.

5.4 Generating or Uploading your Contracts 🧬⬆📄

5.4.1 You Sign Contracts 👉✍📄

Under the You Sign Payroll Service, you can set contract terms by selecting from pre-set parameters using our contract generation tool if you don’t already have your own standard contract templates. You can also use our Platform to upload and manage agreements that you have created and executed with your Contractors outside of our Platform. This contract automation is provided as a convenience to you. These parameters may include: Client and Contractor names and addresses; contract type; payment type; payment frequency, special clauses and jurisdiction; among others. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.

5.4.2 Ontop Signs Contracts 🔛🔝✍📄

Under the Ontop Signs Payroll Service, you and your Contractors will be bound by our contract terms. We will act as the contracting party so there will be no contract between you and the Contractor. Similar to the You Sign Payroll Service, you will be able to set certain contract parameters by filling out a form on our Platform, which will be populated in our contract templates for signature by the relevant parties. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.

5.4.3 Ontop Contractor Pro Contracts 🔛🔝✍📄

Under the Ontop Contractor Pro Payroll Service, the relationship between you, Ontop, and the Contractor shall be governed by the Independent Contractor Staffing Agreement. In this arrangement, Ontop will facilitate the hiring of the Contractor, who is engaged and compensated by you to deliver services as specified in the Statement of Work you create. For utilizing the Platform, you shall incur an Ontop Fee and a Payroll Fee for the administration and facilitation of the Contractor’s hiring and the services provided under the aforementioned Statement of Work (collectively referred to as the "Ontop Total Service Compensation"). You can also use our Platform to manage agreements that you have created and executed with Ontop or your Contractors outside of our Platform. Ontop does not have any liability or obligation under any agreement executed between you and the Contractor that Ontop is not part of such agreement. Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary.

5.4.4 EOR Contracts 🏭🎥📄

Under the EOR Payroll Service, we (or our partners) will draft employment agreements according to local labor laws and regulations of the country where the Employee resides and handle the signature process offline through an electronic signature platform. Once the employment agreement is signed, it may be uploaded to our Platform for viewing by the Employee if they have a worker account created under our Worker T&Cs (“Worker Account”). Since we (or our partners) are the contracting party, no changes will be applied to our employment agreement templates other than certain contract parameters such as duration, salaries, and others.

5.4.4.1 Ontop or Affiliates as the Employer of Record

Within the scope of the EOR Payroll Service, we (or our partners and/or affiliates) act as the official employer of any hired Employees. You may receive services provided by Employees but they are not considered your direct employees in any capacity. All legal and payroll management of Employees is handled directly by us or through our partners and/or affiliates.

5.5 Responsibility for Client Contracts

We have no responsibility or liability with respect to the content, validity, or enforceability of any document created and/or executed by you and your Contractors, nor are we responsible or liable for any matters or disputes arising from any such document. Similarly, we will not be responsible or liable for documents uploaded to the Platform by you. You will assume full responsibility and liability for these documents and their content. It is your responsibility to consult with an attorney on any contract template available on and created from within our Platform or on any document created outside of and/or uploaded to the Platform. None of the clauses in any templates provided by us will be considered as imposed by us or restricting the freedom of contract and/or party autonomy of Clients or Contractors.

5.6 Managing your Contracts 👩🏻💼📄

5.6.1 Contract Management

Once a contract is active on our Platform, you will be able to view all of the respective details in the contract summary. You can securely store and manage multiple contracts in your Client Account organized by type, counterparty, and completion status. You can limit access to contracts and contract information to specific persons, companies, or groups within your Account. You can track each contract according to Client approval status and payment status.

5.6.2 Approving Extra Payments

In addition to the base compensation that you agree to pay to Workers or to Ontop, our Platform also allows you to make extra payments for things like variable compensation and reimbursement of expenses (“Extra Payments”). We only allow for extra payments if they are related to: (i) variable compensation such as commissions, bonuses and bonifications; or (ii) reimbursement of expenses that are directly related to the provision of services. Due to the nature of certain Payroll Services (especially those that involve an independent contractor relationship), no other extra payments are allowed. For the avoidance of doubt, the prohibition on unauthorized extra payments extends to payments to cover tax expenses, social security contributions, insurance fees and premiums, and any reimbursement or advance payment for products or services purchased by the Worker is not permitted. As a general rule, depending on the monthly Worker compensation and other criteria defined at our sole discretion, total extra payments in a given month will be limited on the Ontop Platform and may require additional approval from Ontop.

5.6.3 Contract Amendment and Termination

You will be able to make amendments and terminate contracts from within our Platform. For Ontop Signs Contractors and Contractor Pro Contractors, you may request that we modify or terminate our contracts with them, and these contractual modifications may be automated by us through our Platform. For EOR Employees, you will be able to request modifications and termination of EOR Payroll Services by contacting your Ontop point of contact.

5.7 Pay-Ins Process 💰📥

As a Client, you can use our Platform to set up your preferred payment method for settling Ontop Invoices and payments to Workers. We accept the following methods of payment, among others: (i) wire transfer (US or international); (ii) automated clearing house (ACH) transfer; (iii) credit card; and (iv) crypto. Certain payment methods may not be available to all Clients. A detailed guide on How to set up a payment method can be found on our Website.

5.8 Pricing and Invoicing 🫰🧾

5.8.1 Ontop Fees 🫰

In exchange for providing Client Services, we charge our Clients fees for the provision of Client Services, as detailed in our Platform, including but not limited to any variable fees, Membership, Global Seats Subscription Fee(s), and/or Flex Seats Fee(s) (the “Ontop Fees” or “Seats”). Unless stated otherwise, we inform you of our standard fees for Client Services through our sales team, which are updated from time to time. If we have offered you rates that are different from our standard pricing, they will be included in our commercial proposal, order form, service order, or similar document. As stated in Section 3.1.5 above, our Ontop Fees are subject to change and we will inform you about related changes. Fee readjustments may be caused by various factors, including but not limited to changes in legislation of the countries involved, industry standards, or market conditions. Furthermore, any additional operations generated by the Client Services, such as increased demand or enhanced scope, may also result in Fee adjustments.

5.8.2 Ontop Invoices 🧾

Through our Platform, we generate and submit invoices to our Clients for our Ontop Total Fees (“Invoice”) and a payment summary on behalf of Workers when their compensation is due (“Payment Summary”). If there are Extra Payments to be made to Workers by a Client, these will be included in the respective Invoice, Payment Summary, or both. The due date for payment will be the one indicated on the respective Invoice.

5.8.3 Late Fees and Collection Process

5.8.3.1 Collection Authorization

If any payment due to Ontop is not received within five (5) business days after its due date, you expressly authorize us to charge the outstanding amounts to any payment method you have on file with us. This authorization includes all payment methods previously saved or added to your account. If a late payment charge becomes necessary, Ontop will issue a notification to the email address associated with your account, providing details of the amount due and the charge date.

5.8.3.2 Late Fees

In the event that you fail to make payment of an Invoice by the due date (“Late Payment”), you will be liable to pay us a late penalty based on the outstanding overdue balance (“Late Penalty”). Late Payments are subject to the Late Penalty and interest, whose calculation commences from the day following the due date until the actual payment date. The applicable interest rate for Late Payments will be the maximum rate allowed under the governing law and does not waive our rights to seek other remedies available under these Terms or applicable law for late payment or non-payment.

5.8.4 Client Responsibility for Payment Information and Discrepancies

5.8.4.1 Client Responsibility for Payment Information

You are solely responsible for providing us with accurate information about your payments. We will be indemnified, held harmless, and will not be liable for losses, claims, damages, or expenses incurred by you arising from any incorrect payment made by us to a Worker as a result of inaccurate information provided to us by you. We will have no liability for unauthorized or incorrectly authorized and executed payment Client transactions made by us unless you notify us: (a) within a reasonable time period upon becoming aware of the unauthorized or incorrectly executed payment transaction; and (b) in any event, no later than thirty (30) days after the date of the payment transaction. You are solely liable for all the associated fees and losses tied to erroneous payment transactions caused by you, in addition to any fees or losses incurred to rectify such transactions. Under no circumstances will we assume financial liability related to any inaccuracies, unauthorized, or incorrectly authorized payment transactions caused by your error or mistake. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we will take steps to rectify the error within thirty (30) days or to reimburse you for any losses incurred.

5.8.4.2 Client Responsibility for Payment Discrepancies

You are solely responsible for overdraft fees, insufficient funds fees, wire transfer fees and any other bank or payment institution fees that you may incur in making payments to us. In addition, you are responsible for making accurate payments of Ontop Invoices. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we will take steps to rectify the error within thirty (30) days, whether such an error would result in a payment amount received that can be above or below the amount to be paid stated by the Client.

5.9 Taxes 🚖

5.9.1 Client Tax Responsibility

You are solely responsible for the direct payment of all taxes, tariffs, assessments, duties, or similar charges imposed by domestic or foreign Governmental Authorities related to the payment of Ontop Services Compensation, including any interest, additions to tax, or penalties (collectively, the “Taxes”). To the extent that Ontop is required to collect any Taxes related to any Ontop services provided to you, such Taxes shall be added to the invoices. You shall pay these Taxes, which will be itemized separately on the relevant invoice provided by Ontop. You shall pay Ontop services in full, net of any applicable withholdings. If any law requires taxes to be withheld from payments, the Client may deduct such taxes and must remit them to the appropriate tax authority. To compensate for any withholdings and ensure Ontop receives the intended full payment, the Client will gross up the payment so that the net amount received by Ontop equals the original Ontop Services Compensation specified before any withholdings.

5.9.2 Taxes in Ontop Invoices

The amount of any Invoice and any Ontop Total Fee you owe us for any Ontop services described in these Terms are net of direct or indirect taxes, levies, withholding taxes, or deductions.

5.9.3 Tax Limitation of Liability

We will in no way be liable to you, any taxation authority, and/or third party for any losses or penalties, monetary or otherwise, arising from your failure to adhere to tax compliance obligations.

6. Access to our Platform 🎟💻

6.1 License 🪪

We grant you a non-transferable, non-exclusive, revocable, worldwide, non-sublicensable, limited license to use and access our Platform solely for the purposes of engaging our Client Services.

6.2 Platform Modifications 💻🔀

We reserve the right, at any time, to modify, suspend, or discontinue our Platform with or without notice to you. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of our Platform or any part of it.

6.3 Support and Maintenance 🛠

We will make all reasonable efforts to provide you with support and assistance when using our Platform. We provide support on a case-by-case basis under these Terms, subject to Section 9.5 - Disclaimer of Warranty below.

6.4 Other Terms Applicable to your Access to our Platform 📄

6.4.1 Acceptable Use Policy ✅

Your access to our Platform and Client Services is subject to our Acceptable Use Policy.

6.4.1.1 Violations of Acceptable Use Policy

If we determine that the content of a contract violates these Terms or our Acceptable Use Policy, we may remove the contract from our Platform without prior notice. We may also suspend or close a Client Account, depending on the severity of the violation(s). Contracts removed from a Client Account may not be edited or restored.

6.4.2 Ontop Platform Worker General Terms and Conditions 🏋☂📄

Workers are subject to our Worker T&Cs. To the extent that these Client T&Cs cover topics such as Workers Services, Worker Accounts, and Financial Services available to Workers that use our Platform, the terms of the Workers T&Cs will apply.

6.4.3 Privacy Policy 🔐

Your access to our Platform and the data and information you provide when creating or maintaining your Client Account is also governed by our Privacy Policy, which is incorporated in these Terms by reference.

6.4.4 Disclaimers ⚠️

By using our Platform and Client Services, you acknowledge and agree that you have read and are aware of our legal disclaimers: (i) General Disclaimer; (ii) Solicitation and Promotion Rule Disclaimer.

6.4.5 Anti-Money Laundering and Bank Secrecy Act (AML/BSA) Policy🙅🏻🧺

Your access to and use of our Platform and Client Services are subject to our AML/BSA Policy.

7. How does the Ontop Balance work? ⏩💰

7.1 Ontop BalanceYou may make advance payments for services to be rendered under these Terms ("Advance Payment"). These funds are credited to your account in the form of service units, represented as Seats ("Ontop Balance"). While the Ontop Balance is expressed in units that correlate to the services available, it does not constitute a monetary balance but functions to simplify the management and application of your Advance Payments on the Ontop Platform.

7.2 Conversion and Usage

Upon receipt, your Advance Payment is immediately converted into the agreed number of Seats, which corresponds to the future services Ontop will render. Each seat denotes a predetermined unit of service rather than monetary value, facilitating clear tracking and management of services rendered through your Ontop Balance.

7.3 Authorized Prepayment Methods

Advance Payments for Ontop Balance may be made via international and domestic wire transfers, Automated Clearing House (ACH) transfers, digital assets, and credit cards, depending on your jurisdiction.

7.4 Prepayment Approval

We reserve the right to approve or deny any Client request to enable Advance Payment or Ontop Balance at our sole discretion, in accordance with our compliance and risk management criteria.

7.5 Use of Ontop Balance for Invoice Settlement

We can use any credit available at the Ontop Balance to settle any invoices within the Ontop Platform. If the Ontop Balance is insufficient to cover the invoices selected by you, the Platform will decline the transaction, and you will be required to modify the payment transaction or transfer an additional amount to your Ontop Balance as Prepayment to Ontop.

7.6 Ontop Balance Management

You are responsible for ensuring the availability of sufficient Ontop Balance to meet your payment obligations. We may deduct our Ontop Total Fees or any other fees from the credit in your Ontop Balance. We will not be liable for any consequences arising from insufficient Ontop Balance to settle any payment obligations.

7.7 Revenue Recognition

Ontop Balance will be recorded by us as a liability (unearned revenue) until the Ontop Balance funds are used by you to settle any outstanding Ontop Invoices. You should consult with their financial advisors about the proper accounting treatment of the Ontop Balance.

7.8 Refund Policy

Any remaining Ontop Balance may be used only as a credit to offset fees arising from any services provided by Ontop. The Ontop Balance is not refundable.

8. Changes 🔀

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our Website/Platform. You are responsible for providing us with your most current email address. In the event that the last email address that you provided us is not valid or, for any reason, is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued use of our Platform and Client Services following notice of such changes will indicate your acknowledgment and agreement to be bound by the terms and conditions of such changes.

9. General Legal Terms 🪖⚖️

9.1 E- Signatures and Legal Notices 🔏📩

You agree that any signature, other electronic symbol, or process attached to, or associated with any type of document will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by all applicable law. You waive any objection to the contrary.

9.1.1 How we Send You Notices

- You consent that we may provide notice electronically and you understand that this consent has the same legal effect as a physical signature.
- We may notify you of activity, alerts, payments, invoices, these Terms and others through your account, email, text, or SMS to the contact information you provide us with.
- You may choose not to receive certain notices via text or SMS, but this will limit the use of certain Services.
- These notifications will be considered received 24 hours after they are sent.
- You understand that you may not use our Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
- You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly.
- You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

9.1.2 Your Use of Our Secure E-Signature Tool

You can use our secure e-sign tool to execute agreements and other documents. Under applicable US state and federal laws, electronic signatures are not enforceable on some documents. Because of this, we:

- have no responsibility or liability with respect to the content, validity, or enforceability of any document, nor are we responsible or liable for any matters or disputes arising from the documents; and
- make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.

It is your responsibility to consult with an attorney to determine whether a document will be enforceable if it is electronically signed via the e-sign tool.

9.2 Term and Termination ⏳✂️

Subject to this Section, these Terms will commence upon your acceptance of these Terms and will remain in full force and effect while you use our Platform and/or Client Services, including when you have active contracts or a positive balance of funds within our Platform. We may suspend or terminate your rights to use our Platform and/or Client Services (including your Client Account) at any time for any reason and at our sole discretion, including for any use of our Platform and/or Client Services in violation of these Terms. Upon termination of your rights under these Terms, your Client Account and right to access and use our Platform and/or Client Services will terminate immediately. You understand that the termination of your Client Account may involve the deletion of the content associated with your Account from our live databases. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your content. Even after your rights under these Terms are terminated, any of the provisions under these Terms, which by their nature are meant to survive the expiration or early termination of these Terms for any reason, will remain in effect.

9.3 Force Majeure 🌊🌪️🌩️

We will not be held liable for failure or delay in the performance of our obligations under these Terms or any agreement between us, if such performance has been made impracticable by the occurrence of a contingency not reasonably within our control and not at our fault, including compliance with any applicable foreign or domestic governmental regulation or order, any interruption of our Platform and/or Client Services due to any act of God; blockage, accidents, disturbance or encumbrance of telecommunications, transport or procurement networks for whatever reason; strike, equipment or transmission failure, shortage of materials, riots, disturbance or encumbrance of the telecommunications, internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control; poor quality or interruptions of electrical current; epidemics, pandemics or outbreak of communicable disease; quarantines; international, national or regional emergencies; poor quality or interruptions of electrical current; virus or computer hacker attacks, insurrections or acts of a similar nature; state of war or embargo; acts of terrorism, total or partial strikes within or outside of Ontop; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying our Services, and any other case reasonably beyond our control preventing the normal provision of our Services to you.

9.4 Release 🔗

Through acceptance of these Terms, you release and forever discharge Ontop (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly from, or that relates directly or indirectly to, our Platform and/or Client Services (including any interactions with or act or omission of other Platform users or any other related third parties). ‍IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THIS SECTION, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

‍9.5 Disclaimer of Warranty ⚠️

OUR PLATFORM AND CLIENT SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ONTOP (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE ACCURATE, COMPLETE, OR RELIABLE. ONTOP DOES NOT REPRESENT, WARRANT, OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE CARD/WALLET OR SUPPORT SERVICES AND/OR ANY DELIVERABLES MEET THE WORKER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ONTOP, ITS AGENTS, ITS THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. THE ONTOP CARD/WALLET MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ONTOP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ANY AND ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. ‍SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

‍9.6 Indemnification 💰

You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any and all claims or demands made by any Worker or third party due to or arising from (a) your use of our Platform and/or Client Services, (b) your violation of these Terms, (c) default in payment of any Ontop Total Fees, (d) your violation of applicable laws or regulations, and/or (e) the content or data you provide on our Platform. We reserve the right, at your expense, to take on the sole defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claims, actions and/or proceedings when we become aware of them.

9.7 Limitation of Liability ✋🛑

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE OUR PLATFORM AND/OR CLIENT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF OUR PLATFORM AND/OR CLIENT SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR RESULTING LOSS OF DATA.WE WILL IN NO EVENT BE LIABLE TO CLIENTS IN THE EVENT THAT YOU TREAT YOUR CONTRACTORS AS EMPLOYEES RATHER THAN INDEPENDENT CONTRACTORS, WHETHER CONTRACTED BY YOU OR DIRECTLY BY US FOR YOUR BENEFIT. WE ARE NOT RESPONSIBLE FOR THE OVERSIGHT OF OR FEE DETERMINATION RELATING TO YOUR RELATIONSHIP WITH YOUR CONTRACTOR(S). ANY AND ALL CLAIMS, LEGAL ACTION, AND/OR LAWSUITS RESULTING FROM THE CONTRACTORS’ MISCLASSIFICATION AND/OR YOUR IMPOSED WORKING CONDITIONS WILL BE YOUR SOLE RESPONSIBILITY AND LIABILITY. YOU, YOUR SUBSIDIARIES, AND YOUR AFFILIATE COMPANIES WILL UNDERTAKE TO ASSUME THE SOLE DEFENSE OF SUCH LAWSUITS AND FILE ANY AND ALL NECESSARY MOTIONS TO REQUEST THAT WE BE REMOVED AS A DEFENDANT IN SAID LAWSUITS. YOU WILL ALSO INDEMNIFY AND HOLD US HARMLESS FOR ANY AND ALL RELATED ATTORNEY’S FEES AND/OR COURT COSTS INCURRED AS A RESULT OF ANY LEGAL ACTIONS RESULTING FROM MISCLASSIFICATION OR CONDITIONS OF THE CONTRACTORS’ WORK IMPOSED BY YOU. THIS SECTION WILL NOT CAUSE PREJUDICE TO ANY RIGHT OF RECOURSE THAT WE ARE ENTITLED TO IN RELATION TO YOU.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN THOUSAND US DOLLARS (US $ 10,000.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

‍SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

‍9.8 Intellectual Property 🧠🏡

9.8.1 IP Protection

We respect the Intellectual Property of others and ask that you do the same. “Intellectual Property” or “IP” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to:

(a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators (URLs), trade names, and fictional business names, together with all translations, adaptations, derivations, and combinations and like intellectual property rights, together with all associated goodwill;
(b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions of such patents or applications, any counterparts claiming patent priority, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and similar rights, inventions, invention disclosures, discoveries, and improvements, whether or not patentable;
(c) works of authorship, all copyrightable works (including software), and all copyrights, including all relevant applications, registrations, renewals, and corresponding rights;
(d) trade secrets (including those trade secrets defined in the US Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business and technical information, know-how, non-public information, and confidential information and rights to limit the use or disclosure by any person;
(e) mask works; and
(f) moral rights (droit moral).

9.8.2 IP Ownership

Excluding any of your own content or data that you may provide, you acknowledge that all the Intellectual Property rights, including copyrights, patents, trademarks, and trade secrets on our Platform and its related content, are owned by us, our affiliates, and/or suppliers. Neither these Terms (nor your access to our Platform) transfers to you or any third party any rights, title, or interest in or to such Intellectual Property rights, except for the limited access rights expressly set forth in Section 6.1 - License. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

9.8.3 Ownership of Feedback

If you submit, whether orally or in writing, or provide us with any feedback, suggestions, or recommended changes regarding our Platform, Client Services, or any other product offerings, including new features or functionalities, comments, questions, suggestions, or the like (“Feedback”), you assign to us any and all right, title, and interest to your Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in your Feedback, and agree that we will have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate without any attribution or compensation to you, for any purpose whatsoever. We will treat any and all Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not send us any information or ideas that you consider to be confidential or proprietary.

9.8.4 Copyright/Trademark Information ©™️

All trademarks, logos, and service marks (“Marks”) displayed on our Website and Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.

9.9 Export Control and Sanctions 🚢📦

You agree not to export, re-export, or transfer, directly or indirectly, any US technical data acquired from Ontop or any products utilizing such data in violation of export control administered by, among others:

- The US Department of Commerce’s Bureau of Industry and Security guidelines;
- The US Export Administration Regulations and trade and economic sanctions maintained by OFAC;
- Other applicable US Government restrictions to export controls;
- The EU Regulation (EC) No 428/2009 (as amended); and
- Other US, UK and foreign export or import regulations in other countries.

9.10 Governing Law and Dispute Resolution ⚖️

9.10.1 Governing Law

These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not govern these Terms or the rights or obligations of the parties under these Terms.

9.10.2 Dispute Resolution; Arbitration Agreement

9.10.2.1 Agreement to Arbitrate.

If informal attempts to resolve any dispute relating to your use of our Client Services or Platform, including whether the claims asserted are arbitrable, are unsuccessful, you agree that the matter will be referred to and settled through final and binding arbitration in Miami/FL, United States of America, in the English language, before a single arbitrator (under the AAA Commercial Arbitration Rules, then in effect). The parties agree that the arbitrator is not empowered to award damages in excess of the limitations of liability specified under these Terms.

9.10.2.2 Enforcement

Judgment upon the award rendered by the arbitrator, including equitable relief, may be entered by any court that has jurisdiction. The arbitrator will have the power to enforce, to the fullest extent allowed under the law, any default judgment entered against you arising out of your non-payment of Invoices.

9.10.2.3 Injunctive Relief

Notwithstanding the above, in the event of your or others’ unauthorized access to or use of our Client Services or Platform in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

9.10.2.4 Class Action and Jury Waiver

Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, THE PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY DISPUTE ON A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR SIMILAR BASIS. ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

9.11 Miscellaneous 📑

9.11.1 Entire Agreement

These Terms represent the entire agreement between the parties. It cannot be changed except by a written agreement signed by the parties.

9.11.2 Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.11.3 Headings

Headings are for convenience only and do not affect the interpretation of these Terms.

9.11.4 Waiver

Our failure to exercise or enforce any right or provision of these Terms will not be constituted as a waiver of such right or provision. A waiver granted by us on one occasion will not operate as a waiver on other occasions.

9.11.5 Assignment

9.11.5.1 By You

These Terms and your rights and obligations under these Terms may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation, or transfer in violation of these Terms will be null and void.

9.11.5.2 By Us

Ontop may freely assign these Terms to other companies or affiliates of the Ontop Group, whose provisions will be binding upon assignees. In any other cases, Ontop will require your prior written consent to assign the rights under these Terms.

9.11.5.3 Ontop Signs Contract Assignment.

All commercial agreements under the Ontop Signs model between you and Ontop Holdings Inc. are now assigned to Ontop IC Operations LLC with immediate effect. There will be no other modifications to the obligations agreed upon in any commercial agreement.

9.11.6 Contact Information 📥

Mailing Address: 66 W Flagler Street, Ste 900, Miami, Florida 33130
Support: https://www.getontop.com/contact

‍If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.

Acceptable Use Policy

Last updated: February 9, 2024

The following terms constitute our “Acceptable Use Policy” (this “Policy”).

Any capitalized terms used in this Policy will have the meanings ascribed to them in our B2B General Terms and Conditions (“B2B T&Cs”) and B2C General Terms and Conditions (“B2C T&Cs”), as applicable.

1. Acceptable Use Policy ✅

You agree not to use our Website and/or Platform to collect, upload, transmit, display or distribute any User content that would constitute uses and/or activities listed under Section 2.1 - Prohibited Uses and/or Section 3.1 - Prohibited Activities below.

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In addition, you agree not to:

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(i) upload, transmit, or distribute to or through our Website and/or Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;

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(ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise through our Website and/or Platform;

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(iii) use our Website and/or Platform to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent;

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(iv) interfere with, disrupt or create an undue burden on servers or networks connected to our Website and/or Platform, or violate the regulations, policies or procedures of such networks;

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(v) attempt to gain unauthorized access to our Website and/or Platform (or to other computer systems or networks connected to or used together with the Website and/or Platform), whether through password mining or any other means;

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(vi) harass or interfere with any other user’s use and enjoyment of our Website and/or Platform; or

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(vi) use software or automated agents or scripts to produce multiple accounts on our Website and/or Platform, generate automated searches, requests or queries to strip, scrape, or mine data from our Website and/or Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from our Website and/or Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

2. Prohibited Uses; Prohibited or Restricted Countries/Jurisdictions 🚫⛔🗺️

2.1 Prohibited Uses. If we determine that a User of our Website, Platform and/or Services violates the prohibited uses under this Policy, we may suspend access and/or close an Account without prior notice to you. The list of prohibited uses is as follows:

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Prohibited Uses	Description
No reverse engineering	Duplicate, decompile, reverse engineer, disassemble or decode the Website and/or Platform (including any underlying idea or algorithm), or attempt to do any of the same.
Malicious access	Access or use the Website and/or Platform in any manner that could disable, overburden, damage, disrupt or impair the Website and/or Platform or interfere with any other party's access to or use of the Website and/or Platform or use any device, software or routine that causes the same.
Unauthorized access	Attempt to gain unauthorized access to, interfere with, damage or disrupt the Website and/or Platform, Accounts registered to other Users, or the computer systems or networks connected to the Website and/or Platform.
Technological measures and/or content protection	Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website and/or Platform.
Content and data extraction	Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, "mines," scrapes or otherwise accesses the Website and/or Platform to monitor, extract, copy or collect information or data from or through the Website and/or Platform, or engage in any manual process to do the same.
Malicious materials	Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful.
Illegal purposes	Use the Website and/or Platform for illegal, harassing, unethical, or disruptive purposes, including tax evasion or any action that is a deliberate false representation of an independent contractor relationship.
Violation of laws and regulations	Violate any applicable law or regulation in your jurisdiction in connection with your access to or use of the Website, Platform and/or payment orders to Contractors through the Platform.
Use and/or access without permission	Use or access another User's account or password without permission.
Prohibited reproduction of the Platform	Use or access the Website and/or Platform in order to build a similar or competitive website, product or service and/or copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
Prohibited licensing	License, sublicense, loan, sell, resell, rent, lease, transmit transfer, assign, distribute, host, or otherwise commercially exploit the Website and/or the Platform, whether in whole or in part, or any content displayed on the Website.
General prohibition	Access or use the Website and/or Platform in any way not expressly permitted by these Terms

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2.2 Prohibited or Restricted Countries/Jurisdictions. The use of our Platform and/or Services is not permitted in sanctioned territories such as Cuba, Syria, North Korea, Iran and the Crimea region of Russia/Ukraine as well as further "Covered Regions" of the Ukraine. We reserve the right to further determine restricted regions for access and/or use of our Platform and/or Services, at our sole discretion and from time to time.

3. Prohibited and Restricted Activities 🚫🚦

‍3.1 Prohibited Activities. If we determine that the use of our Platform and/or Services (including the content of a contract) violates our B2B T&Cs, B2C T&Cs, or the Prohibited Activity List below, we may suspend or close your Account and/or remove the contract from our Platform without prior notice. Contracts removed from our Platform may not be edited or restored. The list of prohibited activities is as follows:

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User Activity	Description
Shell banks	Banks incorporated in jurisdictions in which it has no physical presence, and which is not affiliated with a regulated financial institution.
Child pornography	An individual or entity providing or associated with the visual depiction of a minor engaged in obscene or sexually explicit conduct whether made or produced by electronic, mechanical or other means.
Payday lending	A company that lends customers money at high interest rates on the agreement that the loan will be repaid when the borrower receives their next paycheck.
Prostitution/escort services	Business, agency or person who, for a fee, provides or offers to provide an escort or similar services.
Weapons and munitions	Production, sale or distribution of guns, accessories, ammunition, and other weapons.
Illegal materials	Production, sale, or distribution of illegal materials.
Chemicals and toxic materials	Production, sale, or distribution of peptides, research chemicals, and other toxic, flammable and radioactive materials.
Fake documents	Fake references or ID-providing services.
Unlicensed / unregulated remittance agents, forex houses, casas de cambios, bureau de change or money transfer agents	Any activity resulting in money transfer or foreign exchange operation for which the subject does not possess the license required in the place where such service is advertised, offered or performed.
Non-compliant payment processing or money transmission	Payments involving third-party payment processors or money transmitters that provide downstream processing for money service businesses (MSBs), financial institutions and payment service providers that do not have an anti-money laundering and sanctions program in place.
Payments with funds from Russian-original oil products	Payments arising from, or related to, transactions in Russian-origin oil or in other Russian-origin oil or petroleum products (as defined under HS codes 2709 and 2710), irrespective of their price.
Payable through account payments	Payments associated with payable through accounts.
Gray market goods and services	Sale of counterfeit or "gray market" goods
Recreational marijuana-related business	An individual or entity that manufactures, processes, distributes, or dispenses marijuana, or byproducts or derivatives of marijuana, for recreational purposes.
Unfair, predatory and deceptive products and services	Ponzi or pyramid schemes, or other unfair, predatory or deceptive products and/or services.
Unlicensed/illegal gambling	Unlicensed, illegal, unregulated gambling, lotteries, contests and/or sweepstakes, whether online or otherwise, such as bookmakers, sports parlay cards, numbers and illegal casinos, among others.
Unlawful program installation goods and/or services	Spyware, malware, virus, back-door, drop dead device or other program installation goods and/or services.
Unlawful, offensive, defamatory and/or inappropriate activities, products and/or services	Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity; activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive; any activities or services that encourage tax fraud, tax evasion and/or tax avoidance; and/or any other unlawful activity in a User's jurisdiction.
Illegal substances and drugs	Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances.
Online sale of pharmaceuticals	Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals.
Products and services that infringe intellectual property	Any product or service that infringes upon the intellectual property or trade secrets of Ontop or any third party.
Bail bond services	An individual or entity providing bail bond services, bail bond agents, bounty hunters and/or bail bondsmen.
Underage labor	Any activity, product/service that includes underage labor.
Informal Value Transfer	Businesses that use the Informal Value Transfer System, as defined in the U.S. Department of Treasury Financial Crimes Enforcement Network (FinCEN) Advisory FIN-2010-A011, such as hawalas or money transmitters who do not comply with applicable registration or license requirements.
Non-compliant Virtual Asset Service Providers	Payments involving any Virtual Asset Service Providers (VASPs) as direct clients, including virtual currency exchanges, administrators and miners.

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3.2 Restricted Activities. The following restricted activity list is subject to enhanced due diligence (“EDD”) and anti-money laundering (“AML”) compliance procedures, which may be permitted to engage our Services, depending on the outcome of our compliance assessment:

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User Activity	Description
Regulated gambling	The licensed or otherwise regulated activity, within the applicable jurisdiction, of wagering of money or items of value on an event with an uncertain outcome, with the main intent of winning money or material goods (e.g. betting, online casinos, lotteries etc.).
Medical marijuana-related business	An individual or entity that manufactures, processes, distributes and/or dispenses marijuana, byproducts and/or derivatives of marijuana for medical purposes, with a government-issued license.
Microchips and other electronic components/td>	Business related to microchips and/or other electronic components that have due use potential, but are not otherwise subject to export control requirements.
Charity and charitable organizations	A non-profit, non-political organization that collects donations, including fundraising.
MSB or MVTS businesses	Subjects or businesses engaging in Money Service Businesses and Money Value Transfer businesses.
Miscellaneous restricted business activities	Dealers in precious metal, shipping and general trading companies that operate out of free trade zones, travel and tour companies, used motor vehicles dealer businesses, auction organizers/managers and crowdfunding platforms.

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3.3 Updates to Prohibited and Restricted Activities. We reserve the right to update, modify and otherwise alter, at our sole discretion, the criteria we adopt in applying the prohibited and restricted activity lists above and making use of risk-based assessments in our KYB and KYC processes, as well as in carrying out EDD and AML compliance procedures. The activities that we consider to be prohibited and/or restricted include, but are not limited to the activities listed under Sections 3.1 and 3.2 above.

3.4 Prohibited Contract Terms. If by any means we determine that you may be engaging in or have engaged in conduct and/or activities in violation of this Policy, your access to our Platform and/or Services may be terminated immediately and/or your Account blocked, at our sole discretion. If your Account is terminated or blocked in such circumstances, we are under no obligation to refund any funds to you linked to your Account and you will not be able to access or modify contracts through our Platform.

4. Policy Enforcement 👮🚨

4.1 Enforcement. We reserve the right (but have no obligation) to review your use of our Platform, including the content of any contract, payments to Ontop, Clients, Workers and third parties, Ontop Wallet and Ontop Card transactions, results of background checks and regular due diligence, and to investigate and/or take appropriate action against you at our sole discretion if you violate this the Acceptable Use Policy or any other provision of our B2B T&Cs or B2C T&Cs (as applicable) or otherwise create liability for us or any other third party. Such action may include removing or modifying your content, terminating your Account in accordance with this Policy and/or reporting you to law enforcement authorities.

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4.2 AML/BSA Policy. This Policy is subject to the terms of our Anti-Money Laundering and Bank Secrecy Act Policy (“AML/BSA Policy”). Any use of our Platform or services in violation of our AML/BSA Policy will be considered a violation of this Policy.

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Acceptable Use Policy

Anti-Money Laundering and Bank Secrecy Act (AML/BSA) Policy

Last updated: Sep 24, 2024

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Anti-Money Laundering and Bank Secrecy Act (AML/BSA) Policy

General Disclaimer - Ontop Platform

Last updated: February 9, 2024

The information available on our Website or Platform will in no way be characterized as a legal opinion or legal concept for the purpose of hiring independent contractors, service providers or employees. We're not lawyers, and our team doesn't provide legal advice. The documents we offer are just examples, not substitutes for professional legal guidance. We can't offer legal services or create attorney-client relationships. While your communications with us are private, they aren't protected by attorney-client privilege.

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We're not allowed to give advice on legal matters or recommend specific actions. Our Platform helps you generate agreements, but we don't check them for legal accuracy or offer personalized legal advice. It's important to consult a qualified attorney for legal help. While we strive to provide accurate information, laws change, and legal situations vary. We can't guarantee the information on our site is always up-to-date or applicable to your specific situation.

The information provided on our Website is provided to you for marketing and informational purposes only, and in no way constitutes legal or financial advice. Decisions regarding employment or legal strategies should be made with adequate financial, legal or human resources advisors. We make no representations regarding the accuracy or completeness of the information contained on its website, platform or software. Ontop advises that you consult with legal and financial counsel prior to any use of our Services, and you acknowledge and agree that you have been provided with adequate opportunity to consult with such counsel.

We disclaim any liability arising from your usage of any of the information contained in our Website or Platform. We are not liable for any losses, damages or claims of any nature whatsoever arising from your use of our Website or Platform. All materials and Services described on our Website or provided through our Platform, will be available "AS-IS" and with no warranties whatsoever. You will also hold us harmless from any claims arising from such materials.

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Any capitalized terms that are not defined in this General Disclaimer will have the meanings ascribed to them in the B2B T&Cs.

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General Disclaimer - Ontop Platform

Privacy Policy

Last updated: October 18, 2024

‍To make a Personal Data Request, please visit our Ontop Privacy Center.

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1. Privacy Policy Overview 🪂🔐

Welcome to Ontop’s Privacy Policy!

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Ontop Holdings Inc., a Delaware corporation with its principal place of business at 66 W Flagler St, Ste 900, Miami, FL 33130, United States (“Ontop”, “we”, “us”, and “our” and collectively and together with its subsidiaries and/or Affiliates the “Ontop Group”) each operates the www.getontop.com website (the “Website”), the app (the “App”), the Ontop Platform, the Ontop Card, and the Ontop Wallet, as well as any other Ontop Services offering from any Ontop entity.

At Ontop, we are committed to the protection and adequate management of your personal data and the information you share with us.

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Read through this Policy to understand our data protection and privacy practices, the types of information that we collect and use from you or that you may provide when you engage with the Ontop Services our practices for collecting, using, maintaining, protecting, and disclosing that information.

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This Privacy Policy applies only to information we collect in the App, Website, email, text, WhatsApp, and other electronic communications sent through [or in connection with the App, Website, and/or Ontop Services.

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This Privacy Policy DOES NOT apply to information that you provide to or is collected by any third party, including but not limited to Business Partners and Service Providers; or other systems that you may interact with and are embedded in our Website, App or Platform. We encourage you to read any third party privacy policy before providing information on or through them.

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This Privacy Policy forms part of our Worker Terms and Conditions as well as our Client General Terms and Conditions (“Ontop Platform Terms”). Capitalized terms not defined in this Privacy Policy shall have the meaning given to them by the Ontop Platform Terms. If you are a Client, Service Provider, or Business Partner, Ontop Group may refer you to this Privacy Policy as part of any agreement entered between your applicable entity and Ontop to ensure the protection of personal data.

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2. Who or What is That? 🙋

“Affiliate” means, with respect to a party, any Person directly or indirectly Controlling, Controlled by, or under common Control with such party.

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“Business Partners” means any person or entity that has entered into an agreement with Ontop for any other legal relationship than the provision of Services.

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“Control” of a Person means (i) the direct or indirect ownership of more than 50% of the total voting securities or other evidence of ownership interest of such Person or (ii) the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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“Controller” means a person or entity that, alone or jointly with others, determines the purposes (i.e., “why”) and means (i.e., “how”) of the Processing of Personal Data.

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“Data Subject” means any individual or natural person, including without limitation those listed in Section 3 - “Scope of Application.”

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“Necessary Cookies” are small text files sent to your computer for record-keeping purposes, and this information is stored in a file on your computer’s hard drive. Necessary Cookies are essential for the website to function properly. These cookies enable core functionalities such as security, network management, and accessibility. They are typically set in response to actions made by you that amount to a request for services, such as setting your privacy preferences, logging in, or filling out forms. These cookies do not collect any personal data that could be used for marketing or tracking your browsing activity on other websites. As these cookies are essential for the website's operation, they cannot be disabled through our cookie preference settings.

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“Client” means any individual or legal entity that engages Ontop in order to contract, onboard, make payments to, and/or manage its relationships with local and international independent contractors or full time employees.

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“Ontop Platform” or the “Platform” means the software as a service (SaaS) platform available via login through the Ontop Website, as well as through mobile apps available on Apple iOS and Android, among others.

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“Ontop Services” or the “Services” are the services available to users of the Ontop Platform, including but not limited to contracting, onboarding, making payments to, and/or managing relationships with local and international independent contractors.

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“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity.

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“Personal Data” means any information relating to an identified or identifiable natural person.

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“Data Subject” means any identified or identifiable individual and shall also have any meaning as set forth in Data Protection Laws.

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“Process” and “Processing” means any operation or set of operations which are performed on Personal Data, whether or not by automated means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure or dissemination, erasure, deletion or destruction.

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“Processor” means a person or organization that engages in Processing.

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“Representative” means an individual who (i) acts on behalf of, or is employed by, a Customer, including a Customer’s employees, agents, and representatives, (ii) acts on behalf of a Service Provider (as defined below), including a Service Provider’s employees, agents, and representatives, (iii) acts on behalf of a business partner, including a business partner’s employees, agents and representatives or (iv) otherwise interacts with us in any manner, for example through our Website, Software Platform or uses our Services (all as defined below), in any manner whatsoever.

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“Service Provider” means a supplier, subcontractor, vendor, or other third party who provides services to us.

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“Web Beacons” means pages of the App, Website, and/or our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Ontop, for example, to count users who have visited those pages, or opened an email, and for other related app and/or website statistics (for example, recording the popularity of certain app content and verifying system and server integrity).

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3. Scope of Application🔭

This Privacy Policy addresses the privacy rights of individuals who:

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● Individuals who visit and/or engage our Website and with whom we do not have a contractual relationship;
● Clients who use our Services and their Representatives, points of contact, ultimate beneficial owners, Controlling Persons, or any individual acting on behalf of a Client;
● Contractors or Employees hired through any of the Ontop Services;
● Individuals who are no longer Contractors or Employees but are still users of our Ontop Platform, Ontop Wallet, and Ontop Card, and all other users of any Ontop Service;
● Service Providers, their Representatives, points of contact, ultimate beneficial owners, Controlling Persons, or any individual acting on behalf of a Service Provider;
● Candidates who apply to work with Ontop;
● Our Business Partners, their representatives, and any individual acting on behalf of a Business Partner;
● Commercial prospects;
● Individuals who receive marketing communications from us; and/or
● Individuals who interact with us by registering for, attending, and/or otherwise taking part in our trade events, webinars, or conferences or who communicate with us via email, social media, WhatsApp, phone, in person, or any other electronic communication.

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By visiting our Website, using our Platform, and/or engaging our Services, you are accepting and consenting to the practices described in this Privacy Policy.

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Please read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, do not download, register with, or use the App and/or the Website. By downloading, registering with, or using the App and/or the Website, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Section 11. Modifications to this Privacy Policy). Your continued use of the App and/or Website after we revise this Privacy Policy means you accept those changes, so please check the policy periodically for updates.

4. Personal Data We Collect 🧺

We collect and Process information from and about users of our App and/or Website (i) directly from you when you provide it to us; and (ii) automatically when you use the Website and/or App. We also collect and Process the following categories of Personal Data from the Persons listed in 3 - “Scope of Application”

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Contact and Account Data. These are the personal details provided when users sign up for our Service. We may collect information about your mobile device and internet connection, including the device's unique device identifier, IP address, operating system, browser type, mobile network information, and the device's telephone number, user's name, e-mail address, telephone number, address, social security number, IP address, real-time information about the location of your device, job title and password, organization (if a legal entity), and other ways for us to contact you.

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Information about user transactions. These are details about the transactions you carry out and the payments to and from your accounts with us.

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Payment Information. If payment for our Services is made or transfer is requested via credit card, this may include the card number, expiration date, security code, and billing address. If payment is used or requested via (international) wire transfer, this may include the name and bank code, branch name and number, account number, IBAN, and/or SWIFT code, among others. If payment is made or transfer is requested via eWallet services (e.g. PayPal, Payoneer, etc.), this may include the account username, e-mail address, or any other information that identifies the relevant user account or digital wallet. If the payment is made or transfer is requested via crypto payment, this may include the address of your crypto wallet. If payments to us are made via third-party payment processing platforms, these third parties will collect your Personal Data related to such payments, and we will not retain this information. In such cases, the third party’s privacy policy will apply.

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Data and Information Provided in IM Chats. To serve our users better, we make instant messaging (IM) tools available to our users. Any Personal Data or information provided via this medium will be collected and stored.

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Biographical Data. Details about you that are stored in documents in different formats, or copies of them. This could include things like (without limitation) data contained in your passport, postal address, email address national ID, social security, or any other identification documents the Website and/or the App collects that is defined as personal or personally identifiable information under an applicable law and any other identified by which you may be contacted online or offline. For the purposes of background checks, third parties may collect selfie photos and/or videos that run facial recognition software for identity verification.

Personal Data Provided by Telephone. We have customer service agents available to speak with our Customers 24/7. Calls may be recorded, and any Personal Data and/or information provided over the telephone, including payment information, will be collected and stored.

Other Data and/or Information. We collect any other Personal Data and/or information you choose to provide to us through any and all available channels, participating in user/customer surveys, or otherwise visiting and interacting with our Website and/or Software Platform.

On-Platform Behavior: We collect certain information about how users interact with our platform, referred to as Behavioral Data. This data includes non-personally identifiable information, such as the actions taken by users while navigating our platform, including clicks, scrolling behavior, page visits, and interaction with specific features or tools. Importantly, this data does not capture any sensitive personal information, such as the content entered into fields or other private user information, as these elements are automatically blurred or otherwise anonymized to protect your privacy.

Behavioral Data is limited to your actions within the platform and does not extend to monitoring your broader online activities or other screen interactions, such as activities in other browser tabs or desktop applications.

Other-purpose: Information that you provide by filling in forms in the App and/or the Website. This includes information provided at the time of registering to use the App, and/or the Website, subscribing to our Service, and requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with the App and/or the Website. Records and copies of your correspondence (including email addresses and phone numbers), if you contact us. Your responses to surveys that we might ask you to complete for research purposes. Details of transactions you carry out through the App, Website, Card, Wallet, and/or Platform and of the fulfillment of your orders. You may be required to provide financial information before placing an order through the App and/or the Website. Your search queries on the App.

User Contributions: You may also provide information on public areas of the app or websites you access through the App and/or Website (collectively, "User Contributions"). Your User Contributions are posted and transmitted to others at your own risk. Additionally, we cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

If you do not want us to collect this information do not use the website and/or download the App or delete it from your device. In case you wish to make any request about the processing of your personal information, please visit https://ontop.privacy.saymine.io/Ontop-privacy.

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5. Non-Personal Information 📢

We may also collect information that is related to you but that does not personally identify you. Non-personal Information also includes data that could personally identify you in its original form, but that we have modified (e.g. by aggregating, anonymizing, or de-identifying such information) in order to remove or hide any characteristics that may lead to your identification.

6. How We Use Personal Data 📊

We use Personal Data in the following cases:

● For our business transactions, including but not limited to entering into contractual agreements with you, responding to your inquiries and fulfilling your requests, sending administrative information to you, such as information regarding the Service to complete any requests to enter into and manage customized contracts and international payroll, performing quality controls and customer satisfaction activities. This use is necessary for our performance of the Service to you.

● In order to communicate with you in connection with our marketing initiatives or user and/or customer surveys. We may use any information you choose to submit in response, and we will communicate with you, provided that you give us your consent to being contacted in this way at the time you provide us with the Personal Data.

● For security purposes, including but not limited to our protection, as well as that of our employees, suppliers, contractors, Clients, Ontop Platform Contractors, or Employees. We analyze data for fraud prevention and analytics purposes; specifically, your IP address may be used to determine your location and your transaction history may be analyzed or shared with Clients, Service Providers or authorities as it may be needed for law enforcement purposes.

● For legitimate business interests, including but not limited to addressing complaints you make, managing our Website and Software Platform to better understand how visitors interact with our Service, and ensuring that our Website and/or Software Platform is displayed in the most effective manner from your computer/device.

● For appropriate legal reasons, such as complying with legal and regulatory requirements, carrying out background checks (KYC processes), responding to requests from public and government authorities and regulators, including those outside your country of residence, enforcing our Terms of Service (https://www.ontop.ai/terms-and-conditions/) and this Privacy Policy, protecting our operations, rights, privacy, safety or property, as well as in order to allow us to pursue available remedies or limit damages that we or other third parties may incur.

● For internal business reasons, we may anonymize, aggregate, and de-identify the data that we collect and use such data for our own internal business purposes, including but not limited to sharing it with our current and prospective Customers, business partners, our affiliated businesses, agents and other third parties for commercial, statistical and/or market research purposes, for example, to allow those parties to analyze patterns among groups of people, and conducting research on demographics, interests, and behavior.

● For marketing and events-related communications, including but not limited to those related to our products and services, inviting you to participate in events, surveys, or otherwise communicating with you for marketing purposes, pursuant to the requirements for consent under the applicable law: (i) when you consent to said communication; (ii) when it is in Ontop's legitimate interest; and (iii) increasing efficiency in the fulfillment of our legal and contractual duties.

● For reasons you have previously consented to.

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7. With Whom We Share Collected Personal Data 📲

Clients. We disclose the Personal Data regarding full time employees or independent contractors to the Client they are related with.

Vendors and Service Providers. We may disclose Personal Data about you and/or other information you provide us to vendors, suppliers, Service Providers we retain in connection with our business, and other third parties we use to support our business, including but not limited to website hosting, data hosting, data analysis, order fulfillment, information technology and related infrastructure services, customer service, email delivery, tax and financial advisers, legal advisers, accountants or auditors.

Merger or Acquisition. We may disclose Personal Data collected about you and/or other information you provide us to a third party who acquires any part of our business, whether such acquisition is by way of merger, consolidation, divestiture, spin-off, restructuring, reorganization, dissolutions, purchase of all or a substantial portion of our assets, or other sale or transfer of some or all of Ontop or any subsidiary of Ontop Group’s assets, whether as going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Ontop or Ontop Group about App, Platform, and/or Website users is among the assets transferred.

Disclosure Permitted by Law. We may disclose Personal Data collected about you and/or other information you provide us to law enforcement authorities, government or public agencies or officials, regulators, and/or to any other person or entity having appropriate legal authority or justification for receipt of your Personal Data and/or other information, if required or permitted to do so by law or legal process, in order to respond to claims, protect our rights, interests, privacy, property or safety, as well as those of our shareholders Clients, employees or contractors.

Purpose fulfillment. To fulfill the purpose for which you provide it, or for any other purpose disclosed by us when you provide the information.

8. Communications 🗣️

We may contact you with newsletters and other marketing information that may be of interest to you. You may opt out of receiving any or all of these marketing communications from us at any time, by clicking on the unsubscribe link or instructions provided in any email we send or by contacting us. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications.

9. Cookies + Other Web Technologies 🍪

Our Services use Necessary Cookies and similar technologies.

Information collected through the use of Necessary Cookies includes, but is not limited to user login information and time zone setting.

We use Necessary Cookies for several purposes, including but not limited to: (i) to improve the user experience, (ii) to collect anonymous and aggregated statistical data about users’ visits to our Website, Software Platform and/or use of our Services. We use this data to analyze how our Service is used and how to improve it, and we may use said data to advertise third-party products online.

Unless you set up your internet browser not to accept Cookies, it will accept the use of them. You can always disable Cookies in your browser’s preferences even if you have consented to the use of Cookies in the past. You may also delete Cookies stored on your computer at any given time. Please note that disabling Cookies may negatively impact your online experience with our Service and prevent you from logging in to our Website.

We use analytics tools to help us get a better understanding of how visitors use our Website and Platform. The information generated by these Cookies about users of our Service is transmitted to and stored by those analytics tools.

10. Information Security 🏰

The security of your Personal Data is extremely important to us. We take the appropriate steps to protect the information you provide us from loss, misuse, unauthorized access or disclosure, alteration and destruction, both against external and internal threats. Where we have given you (or where you have chosen) a password or other login information which enables you to access certain restricted parts of our Service, you are responsible for doing everything you reasonably can to keep this information secret. You must not share your password or login information with anyone else.

As no data transmission or security system can be guaranteed as 100% secure, we cannot ensure or warrant the security of any Personal Data and/or information that you transmit to us; nonetheless, we adopt all measures and make use of technology trusted by the industry to provide as much security as possible. As such, you transfer Personal Data and/or information to us at your own risk.

11. Personal Data and/or Information Collected from Other Sources ⛲

We may also collect Personal Data and/or information about you from other sources in order to help us correct or supplement our records, to improve the quality or personalization of our service to you, and to prevent or detect fraud. We work closely with third parties (e.g. business partners, Service Providers, sub-contractors, advertising networks, analytics providers, search information providers, fraud protection services) and may receive Personal Data and/or information about you from them.

In order to provide and improve our Services, we may engage with Service Providers. In the process of supplying services to us, these Service Providers may need to collect Personal Data about you.

12. Disclosure of Personal Data Via Links to Third-Party Websites, Services, and Applications 🔗

Using our Website or the Services may link to third-party websites, services and/or applications. We are not responsible for any Personal Data collected through these means. Personal Data collected in this manner is governed through the third-party website’s privacy policy. Any interactions you have with these websites, services and/or applications are beyond our control. We urge you to read the privacy and security policies of any external websites before providing any Personal Data while accessing those websites.

13. Minors 👶

Our Software Platform and Services are not directed to minors under the age of 18. We perform age verification on users that access our Software Platform, and if you are under the age of 18, you will be unable to contract our Services.

14. Modifications to this Privacy Policy 🔀

We may revise this Privacy Policy from time to time. The most current version of the Privacy Policy We may revise and update this Privacy Policy from time to time. The most current version of the Privacy Policy will govern our collection, use, and disclosure of Personal Data and/or information about you. If we make material changes to this Privacy Policy, we will notify you by email or by posting a notice on our Website and/or Software Platform prior to the effective date of the changes. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address and phone number for you and for periodically visiting this privacy policy to check for any changes. By continuing to access or use the Service after those changes become effective, you acknowledge and agree to the revised Privacy Policy.

15. Contact us 📨

If you have more questions about Ontop’s Privacy Policy or privacy practices, would like to contact our Data Protection Officer, or would like to submit a complaint, you can contact us at privacy@getontop.com (please write "Privacy Policy Issue" on the subject line) or fill out the Personal Data Request Form at the Ontop Privacy Center. You can also reach out to us via snail mail at: Ontop Holdings Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808.

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Ontop takes your privacy questions seriously. A dedicated team reviews your inquiry to determine how best to respond to your question or concern, including those inquiries received in response to an access or download request. In most cases, all substantive contacts receive a response within 30 days. In other cases, we may require additional information or let you know that we need more time to respond.
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ADDITIONAL COUNTRY/REGION-SPECIFIC PRIVACY TERMS

Depending on your current country of residence, a section of this Privacy Policy may apply to you. Please refer to the Section that applies to you in addition to the general terms of this Privacy Policy.

Country of Residence	Applicable Section of the Privacy Policy
All countries	GENERAL PRIVACY POLICY (Sections 1-15)
California, USA	GENERAL PRIVACY POLICY & APPENDIX A: CALIFORNIA RESIDENTS
EEA/EU/UK/Switzerland	GENERAL PRIVACY POLICY & APPENDIX B: GDPR PRIVACY POLICY
Brazil	General Privacy Policy & AAPPENDIX C: LGPD Privacy Terms (Portuguese) Política de Privacidade Geral & Anexo C: Termos de Privacidade LGPD (português)e)
Colombia	General Privacy Policy & APPENDIX D – Colombia Privacy Terms (Spanish) Política de Privacidad General & Anexo D: Términos de Privacidad Colombia (español)

In the event of conflict and/or discrepancy between the privacy terms of the General Privacy Policy (Sections 1-15 above) and those that are region-specific (i.e. Appendices A-D), the region-specific terms will prevail.

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‍IMPORTANT: Please check the table above to see if these apply to you.

APPENDIX A: CALIFORNIA RESIDENTS

Note: This section applies specifically to California Residents.

California Residents

This appendix (“Appendix A” or “CCPA Privacy Terms”) addresses the specific disclosure requirements under the California Consumer Privacy Act of 2018 (“CCPA”). It applies to personal information about California residents using our Website and Services. For purposes of the CCPA, personal information means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular California resident or household (“Personal Information”). In the event of a conflict between Appendix A and any of our other privacy policies and or terms, Appendix A shall control only with respect to the Personal Information of California residents.

Personal Information Categories
Appendix A covers our Personal Information collection and usage more fully. The chart below describes the categories of Personal Information we collect and the sources from which we collect the Personal Information, organized into the categories specified by the CCPA

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Personal Information Category	Sources
Personal Information described in Cal. Civ. Code §1798.80(e) (such as name, address, telephone number, education, employment history, credit card or debit card number)	Information you provide directly or through your interactions with our Services.
Identifiers (e.g., real name, alias, postal address, unique personal identifier, online identifier, IP address, email address, account name, or other similar identifiers)	Information you provide to us directly or through your interactions with our Website, Software Platform and/or Services.
Characteristics of protected classifications under California or Federal law (e.g., your gender or age) (“Characteristics of Protected Classifications”)	Information you provide to us directly.
Commercial Information (e.g., information regarding products or services purchased, obtained, or considered)	Information you provide to us directly, through your interactions with our Website, Software Platform and/or Services.
Internet or Other Electronic Network Activity Information (e.g., browsing history, search history and other information)	Your interactions with our Website, Software Platform and/or Services.
Professional or Employment-Related Information	Information you provide to us directly.
Inferences	Information you provide to us directly or through your interactions with our Website, Software Platform and/or Services.
Audio, electronic, visual or similar information	Information you provide directly or through your interactions with our Services.

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California Residents' Privacy Rights
California residents have rights to request access to or deletion of their Personal Information and may not be discriminated against because they exercise any of their rights under the California Consumer Privacy Act in violation of Cal. Civ. Code §1798.125. You can make requests by sending an email to us with details of your specific request. We may ask that you provide certain information to verify your identity, and the information we request from you will depend on your prior interactions with us and the sensitivity of the Personal Information in question. Once confirmed, we will respond to your request in accordance with the CCPA. If we deny your request, we will explain why.
You may designate an authorized agent to make a request under the CCPA on your behalf if: (1) the authorized agent is a natural person or a business entity registered with the Secretary of State of California; and (2) you sign a written declaration that you authorize the authorized agent to act on your behalf. We may ask that you provide certain information to verify your identity and that you authorized the authorized agent to act on your behalf. If you provide an authorized agent with power of attorney pursuant to Probate Code sections 4000 to 4465, it may not be necessary to perform these steps and we will respond to any request from such authorized agent in accordance with the CCPA. If you have any questions regarding our Privacy Policy or specifically these CCPA Privacy Terms, or would like to change your preferences, you may contact us using the contact information contained in Section 12 of our Privacy Policy.}

APPENDIX B: GDPR PRIVACY TERMS

Note: This section applies specifically to EEA/EU/UK/Switzerland residents.

This appendix (“Appendix B” or “GDPR Privacy Terms”) applies to the Processing of Personal Data by us in our role as a Controller, or as otherwise covered by the European Union General Data Protection Regulation 2016/679 (“GDPR"), when individuals:

● visit or use our Website;
● interact with us either on your own behalf or on behalf of a Customer in connection with the provision of our Services;
● interact with us on behalf of a Service Provider in connection with the products and services our Service Provider provides to us;
● interact with us on behalf of a business partner in connection with our relationship with the business partner;
● apply to work with us;
● receive marketing communications from us; and/or
● interact with us by registering for, attending and/or otherwise taking part in our trade events, webinars, or conferences or communicate with us via email, phone, or in-person interactions.

These GDPR Privacy Terms do not apply to any Personal Data Processed, stored, or hosted by Customers using any of our Services or to the extent that we Process Personal Data in the role of a Processor on behalf of our Customers. Where we act as Processors on behalf of our Customers, that Processing is subject to the protections contained in our data processing agreements with Customers. We have no control over, and are not responsible for, any Personal Data that our Customers may store or host on their equipment or otherwise Process while using our Services. We are not responsible for the privacy or data security practices of our Customers, which may differ from those set forth in our Privacy Policy and/or these GDPR Privacy Terms. For information related to how our Customers Process Personal Data, please contact the respective Customer directly. Furthermore, these GDPR Privacy Terms do not apply to any third-party websites or services that may be linked to our Website or the Services unless that website or service is controlled by us and displays our Privacy Policy and/or these GDPR Privacy Terms. We have no control over, and are not responsible for, the data collection and/or handling practices of these third-party websites or services outside our Website or Services. We encourage you to read the privacy statements of any third-party websites or services linking to (or linked to via) the Website or Services.

In the event of a conflict and/or discrepancy between these GDPR Privacy Terms and our general Privacy Policy, these GDPR Privacy Terms will prevail.

Our Contact Details
If you have any questions or concerns as to how your Personal Data is Processed, please write to us using the contact information contained in Section 12 of our Privacy Policy.

Our Data Collection Practices
We collect and Process the following categories of Personal Data from Customers, Service Providers, business partners, Representatives, Website Visitors, prospective employees, individuals that receive marketing communications from us and individuals that interact with us by registering for, attending and/or otherwise taking part in our webinars or conferences or who communicate with us via email, phone or in person, in each case to operate its business for the specific purposes identified below.

● Personal Details include data such as names, titles, company names, departments, email addresses, physical street addresses, telephone numbers, and social media usernames of individuals.
● Login Credentials include data such as usernames and passwords of individuals needed to access our Services.
● Unique IDs include data that we obtain from (a) prospective employees, (b) Website Visitors, or (c) other individuals that interact with us.
● Customer Support Records include data such as call details and other similar data regarding customer support communications and chat sessions with Representatives.
● Website and Service Records include data related your interactions with our Website and Services and other online content such as log data (i.e. login information, preferences and settings, etc.).
● Employment Information includes details such as descriptions of roles performed and locations of employment.

Why do we collect Personal Data, what are the sources of Personal Data, what are the purposes for Processing and what is the lawful basis?

The table below sets out the types of Personal Data we Process, the purposes of Processing such Personal Data and our lawful basis for doing so. The lawful basis will vary with the type of Processing involved and will typically include Processing (i) necessary for us to pursue our legitimate business interests, (ii) based on your consent, where this is required by data protection laws, and (iii) necessary for us to comply with our legal obligations. Where we rely on our legitimate business interests, we have explained what the grounds are for that reliance.

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Table 1. Ontop Data Processing and Lawful Basis

Purpose for Processing Personal Data	Lawful Basis for Collecting Personal Data
To interact with Customers, Service Providers and business partners. When a Customer places an order for our Services, we Processes the following categories of Personal Data necessary to deliver and provide Services to our Customers: ● Personal Details ● Login Credentials ● Unique IDs We also collect and Process Personal Data when engaging with Service Providers or business partners, as well as when we purchase products and services from them.	We have a legitimate business interest in Processing Personal Data in order to engage in transactions with our Customers, Service Providers and business partners, as well as to efficiently run our business.
To manage the security of our Website, Software Platform, systems and Services. In order to grant a Customer, Service Provider, business partner or prospective employee access rights to our systems or Services and to monitor applicable security thereof, we collect and Process the following categories of Personal Data from the Representatives of such Customer, Service Provider or business partner or the prospective employee: ● Personal Details ● Unique IDs ● Access Credentials and Visitation Records	We have a legitimate business interest in protecting the security of our Website, Software Platform, systems and Services.
To provide technical support and customer assistance. We collect and Process the following categories of Personal Data to provide our Customers and their Representatives with general and technical support: ● Personal Details ● Login Credentials ● Unique IDs ● Customer Support Records	We have a legitimate business interest in being able to provide our Customers and technical support and customer assistance.
To communicate and respond to requests and inquiries. When a Customer, Service Provider, business partner or other person or entity contacts us by email, phone, text or by submitting a contact form on our Website, we collect and Process the following categories of Personal Data from their Representatives or other related individuals in order to communicate with Customer, Service Provider, business partner or such other person or entity, as applicable, and respond to their requests and inquiries. We also collect and Process the following Personal Data from Representatives who register for a trade event, webinar, conference: ● Personal Details ● Unique IDs ● Website Records ● Marketing and Event Records	We have a legitimate business interest in being able to communicate with its Customers, Service Providers, business partners and other persons or entities and respond to their inquiries and requests.
To market our Services and tailor our marketing and sales activities. We may Process the following categories of Personal Data when marketing new and existing Services and features to our Customers and other persons and entities and in an effort to personalize such experience. We also collect and Process the following Personal Data from Representatives who register for a trade event, webinar, or conference: ● Personal Details ● Unique IDs ● Website Records ● Marketing and Event Records	Except in cases where opt-in consent is required by law for the Processing of email addresses, IP addresses or other unique identifiers to send or Process electronic communications (emails, texts, Cookies, etc.), we process this data for marketing purposes on the basis of its legitimate interests.
To analyze, improve, and optimize the use, function and performance of our Website, Software Platform and Services. We may Process the following categories of Personal Data in order to analyze, improve, and optimize the use, function and performance of our Website, Software Platform and Services, including for quality assurance and training purposes, as well as for marketing and sales campaigns. ● Personal Details ● Unique IDs ● Website Records ● Marketing and Event Records	We have a legitimate business interest in improving and optimizing the use of our Website, Software Platform and Services.
To comply with applicable laws, regulations and internal policies, practices, and procedures. We may be required to disclose certain categories of Personal Data in order to comply with applicable laws and regulations, e.g. to respond to a request from a government agency or to defend a legal claim. Additionally, we may also be required to process certain categories of Personal Data when conducting internal audits and investigations to ensure compliance with internal and external policies, practices, and procedures.	We have a legitimate business interest in complying with all applicable laws, regulations, and internal policies.
To receive applications for employment. We may Process the following categories of Personal Data when receiving, reviewing, using, and storing applications for employment, including from prospective employees who visit our Website or other online locations where jobs may be posted and applications may be submitted: ● Personal Details ● Login Credentials ● Unique IDs ● Education and Work History	We have a legal obligation to collect certain information in order to confirm your right to work in the country to which you have applied. Additionally, we have a legitimate business interest in Processing the Personal Data of job applicants who seek to join the company to assess them as candidates for employment.

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‍Sharing Personal Data with Third Parties
Except as described below, we will not share or disclose Personal Data with or to outside third parties. Any and all Personal Data provided to us by a Customer, Website Visitor, business partner, or other third party is transferred only on a “need to know” basis in keeping with the purposes outlined in our Privacy Policy and/or these GDPR Privacy Terms.

Service Providers. We may share Personal Data with our Service Providers in connection with advertising, hosting, data analytics, information technology and infrastructure, order management and fulfillment, billing, contract management, email delivery, auditing, events and other related activities. We provide such Personal Data or authorize the Processing of such Personal Data only as necessary to enable our Service Providers to perform their designated functions. Our contractual agreements with them (1) require them to act only under our instruction and for the purpose(s) directed by us with respect to such Personal Data; and (2) prohibit them from sharing such Personal Data with any third parties without our authorization.

Business Partners. We may also share your Personal Data with trusted business partners pursuant to our contractual arrangements with them, which will include appropriate safeguards to protect any Personal Data that we share with these partners. These may include, but are not limited to third parties that organize trade shows, consultants, experts and auditors.

Affiliated Entities. We share Personal Data with our affiliates. Subject to local requirements, this Personal Data may be used to provide Services offered by our affiliates, for the affiliates to provide support to the affiliated entity that is sharing the Personal Data or for any other purposes described in our Privacy Policy and/or these GDPR Privacy Terms. For example, affiliates may share Personal Data about our Customers, Service Providers, business partners, representatives, prospective employees and Website Visitors for direct marketing purposes.

Fraud Prevention and Protection of Legal Rights. We may use and disclose Personal Data to the appropriate regulatory, legal, judicial or law enforcement authorities and our advisors and investigators when: (i) we believe, at our sole discretion, that such disclosure is necessary to investigate, prevent, or respond to suspected illegal or fraudulent activity or to protect our safety, rights and/or property or that of our group of companies and/or Customers, Service Providers, business partners, Representatives, Website Visitors, prospective employees, employees, contractors, among others; (ii) we suspect abuse of the Website, Software Platform and/or Services or unauthorized access to any system, spamming, denial of service attacks or any other similar attacks; (iii) exercising or protecting legal rights or defending against legal claims; or (iv) pursuing available remedies, as well as mitigating or limiting the damages that we may sustain. We may disclose Personal Data to our partners, Service Providers and law enforcement to secure our Website, Software Platform and/or Services, including to detect, prevent, and investigate security incidents or violations to our Terms of Service (https://www.getontop.com/legal/terms-of-service), Privacy Policy and/or applicable laws.

Law Enforcement. We may have to disclose the Personal Data of our Customers, Service Providers, business partners, representatives, applicants, Website Visitors or other third parties if a court, law enforcement or other public or government authority with appropriate jurisdiction requests that we provide said Personal Data and we believe, at our reasonable discretion, that such request was made in compliance with the applicable law.

Corporate Reorganization. We may transfer the Personal Data of our Customers, Service Providers, business partners, Representatives, Website Visitors or other third parties to another third party in the case of the reorganization, sale, merger, joint venture, assignment, transfer or other alienation of any or all of our business, assets and/or stocks, including in the event of bankruptcy or corporate restructuring. Except as otherwise provided by a bankruptcy or other court, the use and disclosure of all transferred Personal Data will be subject to compliance with applicable data protection laws. Any Personal Data that an individual submits or that is collected after the reorganization may be subject to a new privacy policy adopted by the successor entity, which will be informed to you as provided under Section 11 of our Privacy Policy.

Service Improvements. We may disclose Personal Data to our Service Providers in order to improve our Website, Software Platform and/or Services, such as to identify bugs, repair errors or ensure that services function as intended, or to conduct internal research and analysis in order to improve our technology.

Cross-Border Transfers of Personal Data

If we transfer EEA/EU/UK/Switzerland Personal Data to affiliates outside this EEA/EU/UK/Switzerland region, we will put in place appropriate intra-group agreements in accordance with the GDPR requirements, including use of the EU commission-approved standard contractual clauses (“SCC(s)”) for Controllers as appropriate. If we transfer EEA/EU/UK/Switzerland Personal Data to third parties, such as Service Providers or business partners in countries outside the EEA/EU/UK/Switzerland region, we will put in place the EU SCCs or other relevant international transfer documentation that complies with the GDPR requirements. We will also put in place a GDPR-compliant data processing agreement.

Data Retention
We will retain Personal Data that we collect and Process where we have a justifiable business need to do so and/or for as long as it is needed to fulfill the purposes outlined in our Privacy Policy and these GDPR Privacy Terms. We may retain Personal Data as required by law, such as for tax, legal and/or accounting purposes. When we have no justifiable business need to process your Personal Data (e.g. after all of our necessary interactions have ended, our internal record keeping policies no longer require us to continue to process your Personal Data and we have no other legal obligations to retain your Personal Data), we will either delete or anonymize your Personal Data, at our reasonable discretion.

Data Subject Rights under the GDPR
The GDPR grants individuals who are in the EU/EEA/UK the rights as detailed in the paragraphs below, with some limitations. Individuals may contact us through our contact information contained in Section 12 of our Privacy Policy to exercise any of these rights and we will respond with the requested action or information, as applicable, or we will let you know why such rights do not apply to you. These rights are not absolute and are subject to various conditions under the applicable data protection and privacy legislation, as well as the laws and regulations that apply to us. In some cases, the exercise of these rights (e.g. erasure, deletion, objection, restriction or the withholding or withdrawing of consent to Processing) may make it impossible for us to provide our Services.

Right to Not Provide Consent or to Withdraw Consent. We may seek to rely on your consent in order to Process certain Personal Data. Where we do so, you have the right to not provide your consent and the right to withdraw your consent at any time. If you withdraw your consent, this will not affect the lawfulness of the Processing conducted based on consent before its withdrawal.

Right of Access. You have the right to obtain confirmation as to whether or not we collect or Process Personal Data concerning you and, if this is the case, you have the right to request a copy of such Personal Data in digital format.

Right of Rectification. You have the right to require that we correct any inaccurate Personal Data concerning you and that we supplement incomplete Personal Data.

Right of Erasure. Under certain circumstances, you have the right to request that we erase Personal Data concerning you; e.g. if it is no longer necessary for the purposes for which it was originally collected and we do not otherwise have a legitimate reason to retain the Personal Data. We may need to retain certain Personal Data when legally required for internal, record keeping purposes and/or in order to complete any transactions initiated prior to your request to remove or delete your Personal Data. When we are unable to delete Personal Data from our systems, we will anonymize it so it will no longer be directly or indirectly linked to your identity or identifiable.

Right to Restrict Processing. Under certain circumstances, you have the right to request that we restrict the Processing of your Personal Data that we have collected; e.g. when you believe that your Personal Data that we retain is not accurate or unlawfully held.

Right to Data Portability. Under certain circumstances, you have the right to receive the Personal Data concerning you that you have provided to us in a structured, commonly used, machine readable format, and for us to transmit the data to another entity where technically feasible.

Right to Object to the Processing. Under certain circumstances, you have the right to request that we stop Processing your Personal Data, including when we rely on legitimate interests as a legal basis set forth in Table 1 above. If you receive commercial electronic communications from us, you can unsubscribe from the receipt of future commercial electronic communications from us by clicking on the “unsubscribe” link provided in such communications. Please also note that if you do opt out of receiving commercial electronic communications from us, we may still send you important administrative messages (such as updates about your account or changes to the Services) and you cannot opt out from receiving these messages, unless you stop engaging our Services.

Right to Not be Subject to Decisions Based Solely on Automated Processing that Produce Legal Effects. We do not make decisions based solely on automated Processing - including profiling - that produces legal effects or similarly affects you.

Right to Complaint before a Supervisory Authority. You have the right to lodge a complaint with a Supervisory Authority if you believe that our Processing of Personal Data relating to you is inconsistent with our obligations under the GDPR. In this situation, we ask you please consider contacting us first, so that we can try and assist with your query or address your concern.

In order to exercise any of your rights as set forth herein, please contact us in writing, via email or postal mail as indicated in Section 12 of our Privacy Policy, so that we may consider your request under the applicable law. We may ask that you provide the following Personal Data for us to promptly address your request:

● The name, user ID, pseudonym, email address or other identifier you have provided to us or, if you have not otherwise previously interacted with us, your first and last name and an address where we can contact you;
● The country in which you are located;
● A clear description of the Personal Data or content that you wish to receive or to be deleted or corrected and/or the action you wish to be taken; and
● Sufficient information to allow us to locate the content or Personal Data to be deleted, removed and/or corrected.

For your protection, we may only respond to requests with respect to the Personal Data that is associated with the particular email address that is registered under your user account. In addition, please note that, depending on the nature of your inquiry, request and/or complaint, we may need to verify your identity before implementing your request and require documentary proof of identity, such as in the form of a government issued ID and proof of your physical address. We will make all efforts to comply with your request as soon as reasonably practicable and in any case within the timelines prescribed by the applicable law. However, we reserve the right to refuse to act on a request that is manifestly unfounded or excessive (e.g. because it is repetitive) and/or to charge a fee that takes into account the administrative costs for providing the information or the communication or taking the action requested, in the cases where such action is justified.

APPENDIX C: LGPD Privacy Terms (Portuguese)

Note: This section applies specifically to Brazil residents.

ANEXO C: Termos de Privacidade LGPD (português)

Obs.: Esta seção aplica-se especificamente aos residentes do Brasil.

Os presentes termos e condições de privacidade relativos à Lei Geral de Proteção de Dados (“Termos LGPD”) aplicam-se a atividades de processamento de Dados Pessoais sob a lei brasileira e complementa a nossa Política de Privacidade (General Privacy Policy - https://www.getontop.com/privacy-policy/).
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Seus direitos

Nos termos da Lei Geral de Proteção de Dados (Lei nº 13.709/2018, ou simplesmente “LGPD”), você terá os seguintes direitos:

● Confirmação da existência de tratamento dos seus dados;
● Acesso aos dados;
● Correção de dados incompletos, inexatos ou desatualizados;
● Anonimização, bloqueio ou eliminação de dados desnecessários, excessivos ou tratados em desconformidade com a lei;
● Portabilidade dos dados a outro fornecedor de serviço ou produto, mediante requisição expressa;
● Eliminação dos dados tratados mediante requisição expressa;
● Obtenção de informações sobre as entidades públicas ou privadas com as quais a Ontop compartilha os seus dados;
● Informação sobre a possibilidade de não fornecer o seu consentimento, bem como de ser informado pela Ontop sobre as consequências em caso de negativa; e
● Revogação do consentimento.

Dados Pessoais que coletamos

Podemos coletar e processar Dados Pessoais de clientes, prestadores de serviço, parceiros comerciais, representantes, visitantes ao nosso site, potenciais empregados futuros, indivíduos que recebem comunicações de marketing de nós e indivíduos que se engajam conosco em se registrando, comparecendo e/ou de outra forma participando em nossos webinars ou conferências ou aqueles que se comunicam conosco via e-mail, telefone ou presencialmente, em cada caso e para conduzir o nosso negócio nos propósitos específicos detalhados abaixo:

a. Dados de contato e de contas. Os dados e informações pessoais fornecidos quando usuários se inscrevem para contratar o nosso Serviço. Isso incluirá o nome, e-mail, número de telefone, endereço, cargo e senha, organização (se pessoa jurídica), e outras formas para que possamos entrar em contato com o cliente e usuário.

b. Informações sobre transações financeiras de usuários. Informações sobre as transações financeiras que você executa, pagamentos e informações de contas da Ontop.

c. Informações de pagamento. Se o pagamento pelos nossos Serviços for realizado via cartão de crédito, os dados coletados poderão incluir o número do cartão, data de vencimento, código de segurança e endereço de cobrança. Se o pagamento for realizado por meio de transferência bancária (internacional), os dados coletados poderão incluir o seu nome e dados bancários, como número de agência, número da conta, código IBAN e/ou SWIFT, entre outros. Caso o pagamento seja realizado via serviços eWallet (p.ex. PayPal, Payoneer, etc.), os dados coletados poderão incluir o nome e usuário da conta, endereço de e-mail e quaisquer outras informações que identifiquem a conta do usuário ou carteira digital aplicável. Caso os pagamentos sejam realizados via plataformas de processamento de pagamentos de terceiros, estes coletarão os seus Dados Pessoais referentes a tais pagamentos, não sendo a Ontop a empresa responsável por tais informações. Nestes casos, a política de privacidade da empresa terceira será a aplicável.

d. Dados e informações fornecidos em chat de mensagens instantâneas. Para melhor atender aos nossos usuários, disponibilizamos em nosso site ferramentas de mensagens instantâneas (IM). Quaisquer Dados Pessoais ou informações fornecidas por este meio serão coletados e armazenados.

e. Dados biométricos. Informações sobre o usuário que são armazenadas em documentos de diferentes formatos ou cópias destes, com o devido consentimento para uso da plataforma e/ou serviços da Ontop. Referem-se aos dados contidos no seu passaporte, documento de identidade, seguridade social ou quaisquer outros documentos de identificação pessoal. Para fins de verificação de usuário, algumas empresas terceiras que utilizamos poderão coletar fotos e/ou vídeos estilo selfie que executem softwares de reconhecimento facial para verificação de identidade.

f. Dados Pessoais fornecidos por telefone. Nós possuímos agentes de atendimento disponíveis para atender os nossos Clientes 24/7. Ligações poderão ser gravadas e quaisquer Dados Pessoais e/ou informações fornecidas pelo telefone, inclusive informações de pagamento, serão coletados e armazenados.

g. Outros Dados e/ou informações. Podemos solicitar que Clientes e Usuários forneçam informações gerais e outros Dados Pessoais através de nossos canais de atendimento e com o devido consentimento, com o objetivo de participar em pesquisas para a constante melhoria de nosso site, software ou Serviços.

Controladora e Encarregado (DPO)
A controladora de dados responsável por seus dados pessoais é a Ontop Holdings Inc. e/ou quaisquer de suas empresas afiliadas (“Controladora”). Você pode entrar em contato com o encarregado pelo tratamento de Dados Pessoais (“DPO” ou “Encarregado”) através dos canais de contato disponíveis abaixo e na Cláusula 12 da nossa Política de Privacidade, com o assunto “Política de Privacidade”:

Encarregado pelo tratamento de Dados Pessoais - DPO

E-mail: privacy@getontop.com
Endereço: Ontop Holdings Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808.

APPENDIX D: COLOMBIA PRIVACY TERMS (SPANISH)

Note: This section only applies to Colombian residents.

ANEXO D: TÉRMINOS DE PRIVACIDAD PARA COLOMBIA (ESPAÑOL)

Obs.: Esta sección sólo aplica a residentes en el territorio de la República de Colombia.

1. GENERALIDADES
De conformidad con el artículo 15 de la Constitución Política, relativo al derecho que tienen todas las persona a conocer, actualizar y rectificar las informaciones que se hayan recogido sobre ellas en bases de datos; el artículo 20 de la Constitución Política, sobre el derecho a la información; la Ley Estatutaria 1581 de 2012 “Por la cual se dictan disposiciones generales para la protección de datos personales”, el Decreto 1377 de 2013, “Por el cual se reglamenta parcialmente la Ley 1581 de 2012” y demás normas reglamentarias; Ontop, teniendo en cuenta su responsabilidad en el tratamiento de datos personales de otros, en cumplimiento de las normas señaladas, adopta este Anexo con temas complementarios para Colombia a su Política de Privacidad sombrilla (General Privacy Policy – https://www.getontop.com/legal/privacy-policy/).

2. CAMPO DE APLICACIÓN
El Anexo D se aplica a clientes, contratistas, empleados, proveedores o, de cualquier otra persona que por algún motivo suministre información a Ontop, mientras se encuentren en el territorio de la República de Colombia.

3. PRINCIPIOS PARA EL TRATAMIENTO DE DATOS PERSONALES
El Anexo D se aplica a clientes, contratistas, empleados, proveedores o, de cualquier otra persona que por algún motivo suministre información a Ontop, mientras se encuentren en el territorio de la República de Colombia.

Ontop como Responsable del Tratamiento, aplicará, de manera armónica e integral, los siguientes principios rectores en la recolección, manejo, uso, tratamiento, almacenamiento e intercambio de datos personales:

1. Principio de legalidad en materia de Tratamiento de datos: En el Tratamiento de datos personales, Ontop dará aplicación al artículo 15 de la Constitución Política; al artículo 20 de la Constitución Política; a la Ley Estatutaria 1581 de 2012; al Decreto 1377 de 2013; al Decreto 1074/15 y a las demás normas vigentes y aplicables y demás disposiciones que la desarrollen, que rigen el tratamiento de datos personales y demás derechos fundamentales conexos.

2. Principio de finalidad: El Tratamiento de datos personales que sean acopiados o recogidos por Ontop o a los que esta tenga acceso, obedecerá a una finalidad legítima de acuerdo con la Constitución y las Leyes, la cual debe ser informada al Titular.

3. Principio de libertad: El Tratamiento de datos personales sólo puede ejercerse con el consentimiento, previo, expreso e informado del Titular. Los datos personales no podrán ser obtenidos o divulgados sin previa autorización, o en ausencia de mandato legal o judicial que releve el consentimiento.

4. Principio de veracidad o calidad: La información sujeta a captura, recolección, uso y tratamiento de datos personales debe ser veraz, completa, exacta, actualizada, comprobable y comprensible. Se prohíbe el Tratamiento de datos parciales, incompletos, fraccionados o que induzcan a error.

5. Principio de transparencia: En el Tratamiento de datos personales debe garantizarse el derecho del Titular a obtener de Ontop o del Encargado del Tratamiento, en cualquier momento y sin restricciones, información acerca de la existencia de datos que le conciernan.

6. Principio de acceso y circulación restringida: El Tratamiento de datos personales se sujeta a los límites que se derivan de la naturaleza de los datos personales y, a las normas vigentes y aplicables que rigen el tratamiento de datos personales y demás derechos fundamentales conexos. En este sentido, los datos personales sólo podrán ser objeto de Tratamiento por personas autorizadas por el Titular, y salvo la información pública, no podrán estar disponibles en Internet u otros medios de divulgación o comunicación masiva, salvo que el acceso sea técnicamente controlable para brindar un conocimiento restringido sólo a los Titulares o terceros autorizados conforme a la ley.

7. Principio de seguridad:La información sujeta a Tratamiento por parte de Ontop, se manejará con las medidas técnicas, humanas y administrativas existentes que sean necesarias para otorgar seguridad a los registros, evitando su adulteración, pérdida, consulta, uso o acceso no autorizado o fraudulento.

8. Principio de confidencialidad: Todas las personas que intervengan en el Tratamiento de datos personales o que tengan acceso a informaciones que se encuentren en Bases de Datos y que no tengan la naturaleza de públicos, están obligadas a garantizar la reserva de la información, inclusive después de finalizada su relación con alguna de las labores que comprende el Tratamiento de la información, pudiendo sólo realizar suministro o comunicación de datos personales cuando ello corresponda al desarrollo de las actividades autorizadas en las normas vigentes y aplicables que rigen el tratamiento de datos personales, y demás derechos fundamentales conexos.

Todas las personas que trabajen actualmente o sean vinculadas a futuro para tal efecto, en la administración y manejo de bases de datos, deberán suscribir otro sí a su contrato laboral o de prestación de servicios para efectos de asegurar tal obligación.

4. DERECHOS DE LOS TITULARES DE DATOS PERSONALES
Todo proceso que conlleve el Tratamiento de datos personales por parte de cualquier área de la compañía, tanto de visitantes, clientes, contratistas, trabajadores, proveedores y, en general, cualquier tercero con el cual Ontop sostenga relaciones comerciales y laborales, deberá tener en cuenta los derechos que le asisten a ese Titular de los datos, los cuáles se enuncian a continuación:

1. Conocer, actualizar, consultar o rectificar sus datos personales, en cualquier momento, frente a Ontop, respecto a aquellos datos que considere parciales, inexactos, incompletos, fraccionados y/o que induzcan a error.
2. Solicitar en cualquier momento una prueba de la autorización otorgada a Ontop para el Tratamiento de sus datos personales.
3. Ser informado por Ontop, previa solicitud del Titular de los datos, respecto del uso que le ha dado a los mismos.
4. Presentar ante la Superintendencia de Industria y Comercio las quejas que considere pertinentes para hacer valer su derecho al Habeas Data frente a Ontop.
5. Revocar la autorización y/o solicitar la supresión de algún dato, cuando considere que la Ontop no ha respetado sus derechos y garantías constitucionales.
6. Acceder, en forma gratuita, a los datos personales que voluntariamente decida compartir con Ontop, para lo cual la compañía se encargará de conservar y archivar de forma segura y confiable los formatos de autorización de cada uno de los Titulares de datos personales debidamente otorgadas.

5. TRATAMIENTO DE LOS DATOS SENSIBLES
Dato sensible: Aquellos que afectan la intimidad del Titular o cuyo uso indebido puede generar su discriminación, tales como los relacionados con el origen racial o étnico, la pertenencia a sindicatos, organizaciones sociales o de derechos humanos, convicciones políticas, religiosas, de la vida sexual, biométricos o datos de la salud y, los datos biométricos, como huellas digitales, fotografías, iris, reconocimiento de voz, facial o de palma de mano. Esta información podrá no ser otorgada por el Titular de estos datos.

Ontop podrá hacer la captura, recolección, uso y tratamiento de los datos catalogados como sensibles cuando:

a) El Titular haya dado su autorización previa y explícita a dicho Tratamiento, salvo en los casos que por ley no sea requerido el otorgamiento de dicha autorización.

b) El Tratamiento sea necesario para salvaguardar el interés vital del Titular y este se encuentre física o jurídicamente incapacitado. En estos eventos, los representantes legales deberán otorgar su autorización.

c) El Tratamiento sea efectuado en el curso de las actividades legítimas y con las debidas garantías por parte de una fundación, ONG, asociación o cualquier otro organismo sin ánimo de lucro, cuya finalidad sea política, filosófica, religiosa o sindical, siempre que se refieran exclusivamente a sus miembros o a las personas que mantengan contactos regulares por razón de su finalidad. En estos eventos, los datos no se podrán suministrar a terceros sin la autorización del Titular.

d) El Tratamiento se refiera a datos que sean necesarios para el reconocimiento, ejercicio o defensa de un derecho en un proceso judicial. El Tratamiento tenga una finalidad histórica, estadística o científica. En este evento deberán adoptarse las medidas conducentes a la supresión de identidad de los Titulares.

6. TRANSFERENCIA DE DATOS
Si Ontop transfiere los Datos Personales a su casa matriz o a otras sucursales, se aplicará la Política de Privacidad Sombrilla. Si Ontop transfiere los Datos Personales a terceros, tales como proveedores de servicios o socios de negocios, mediará un acuerdo de procesamiento de datos que cumpla con la legislación aplicable vigente.

7. OTROS DATOS PERSONALES QUE RECOLECTAMOS
Además de los datos personales mencionados en la Política de Privacidad sombrilla (General Privacy Policy – https://www.getontop.com/legal/privacy-policy/), en Colombia Ontop recolecta y administra datos como tipo de documento de identificación, número de documento de identificación, lugar de expedición de documento de identificación, género, RH, fotografía, huella digital, fecha y lugar de nacimiento, edad, grado de escolaridad (títulos obtenidos), compañía para la cual labora y/o que representa, cargo u ocupación, estado civil, nombre del cónyuge o compañero permanente, nombre de personas a cargo, parentesco de personas a cargo, edad de personas a cargo, fecha de nacimiento, ocupación de personas a cargo, dirección/domicilio, teléfono fijo personal, teléfono fijo de la compañía, teléfono celular personal, teléfono celular de la compañía, correo electrónico personal, correo electrónico de la compañía, nombre, parentesco y teléfono de persona a contactar en caso de emergencia, entidad promotora de salud (EPS), Caja de compensación, administradora de riesgos profesionales (ARL), administradora de fondo de pensiones, administradora de fondo de cesantías y, datos sensibles relacionados con la salud, en cuanto a órdenes y relación de pruebas, así como los resultados de éstas (por ejemplo y según corresponda, Perfil lipídico, Glicemia, PSA –Antígeno específico de próstata para hombres mayores de 40 años–, Audiometría, Espirometría, Optometría, Citología –para mujeres–, Pruebas de función renal y hepática –AST-ALT-FA-creatinina-Parcial de orina-hemograma–, KOH-coprocultivo y cultivo nasofaringe y, RX de tórax –PA Y lateral–).
Dichos datos son recolectados por Ontop con el propósito de gestionar la relación comercial existente entre Ontop y sus clientes, gestionar los procesos de nómina y realizar todas aquellas actuaciones relacionadas con la relación laboral existente entre Ontop y sus trabajadores o contratistas directos, y gestionar la relación comercial existente entre Ontop y sus proveedores.

8. PROCEDIMIENTOS PARA EL EJERCICIO DE LOS DERECHOS DEL TITULAR DE LOS DATOS PERSONALES
El usuario podrá ejercer su derecho a conocer, actualizar, rectificar y suprimir los datos personales que haya suministrado a Ontop, enviando una comunicación, en cualquier momento y de manera gratuita, a través del siguiente portal https://ontop.privacy.saymine.io/Ontop-privacy

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De conformidad con lo dispuesto en el Artículo 20 del Decreto 1377 de 2013, los derechos de los Titulares establecidos en la Ley, podrán ejercerse por:

a) El Titular, quien deberá acreditar su identidad en forma suficiente por los distintos medios que le ponga a disposición el Responsable.
b) Por sus causahabientes, quienes deberán acreditar tal calidad.
c) Por el representante y/o apoderado del Titular, previa acreditación de la representación o apoderamiento.

La petición o derecho que ejercita el Titular de los datos personales deberá contener, como mínimo:

1. Identificación del Titular.
2. Los datos de contacto para recibir notificaciones.
3. Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuera el caso.
4. La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca ejercer alguno de los derechos.

Estos derechos se podrán ejercer, entre otros, frente a datos parciales, inexactos, incompletos, fraccionados, que induzcan a error o, aquellos cuyo tratamiento esté expresamente prohibido o no haya sido autorizado por su Titular.

9. CONSULTAS
Los Titulares, sus causahabientes o representantes podrán consultar la información personal del Titular que repose en cualquier base de datos de Ontop, suministrando a estos toda la información contenida en el registro individual o que esté vinculada con la identificación del Titular. La consulta se formulará por escrito, a través del medio indicado en el numeral 8, siempre y cuando sea el Titular de los datos o su representante.

10. RECTIFICACIÓN O ACTUALIZACIÓN DE DATOS
Los Titulares, sus causahabientes o representantes que consideren que la información contenida en una base de datos de Ontop debe ser objeto de rectificación o actualización, podrán presentar un reclamo ante Ontop, el cual será tramitado bajo las siguientes reglas:
El reclamo se formulará mediante solicitud dirigida a Ontop, a través del medio indicado en el numeral 8, con la siguiente información:

1. Identificación del Titular.
2. Los datos de contacto para recibir notificaciones.
3. Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuere necesario.
4. La descripción de los hechos que dan lugar al reclamo.
5. La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca la rectificación o actualización.
6. Los documentos que se quieran hacer valer.

11. SUPRESIÓN DE DATOS
Los Titulares, sus causahabientes o representantes podrán solicitar, en todo momento y de forma gratuita, a Ontop, la supresión de sus datos personales cuando:

a) Consideren que los mismos no están siendo tratados conforme a los principios, deberes y obligaciones previstas en la normatividad vigente y en la presente Política.
b) Hayan dejado de ser necesarios o pertinentes para la finalidad para la cual fueron recabados.
c) Se haya superado el periodo necesario para el cumplimiento de los fines para los que fueron recabados.

Esta supresión implica la eliminación total o parcial de la información personal de acuerdo con lo solicitado por los Titulares, sus causahabientes o representantes, en los registros, archivos y bases de datos administrados por Ontop.

El reclamo se formulará mediante solicitud dirigida a Ontop, a través del medio indicado en el numeral 8, con la siguiente información:

1) Identificación del Titular.
2) Los datos de contacto para recibir notificaciones.
3) Los documentos que acrediten en debida forma la personería o mandato para actuar, si fuere necesario.
4) La descripción de los hechos que dan lugar al reclamo.
5) La descripción clara y precisa de los datos personales respecto de los cuales el Titular busca la rectificación o actualización.
6) Los documentos que se quieran hacer valer.

Ahora bien, es importante tener en cuenta que el derecho de cancelación no es absoluto y el Responsable puede negar el ejercicio del mismo cuando:

1) El Titular tenga un deber legal o contractual de permanecer en la base de datos.
2) La eliminación de datos obstaculice actuaciones judiciales o administrativas vinculadas a obligaciones fiscales, la investigación y persecución de delitos o la actualización de sanciones administrativas.
3) Los datos sean necesarios para proteger los intereses jurídicamente tutelados del Titular; para realizar una acción en función del interés público, o para cumplir con una obligación legalmente adquirida por el Titular.

12. REVOCATORIA DE LA AUTORIZACIÓN
Los Titulares, sus causahabientes o sus representantes podrán, en todo momento y de forma gratuita, revocar el consentimiento al Tratamiento de sus datos personales, siempre y cuando no lo impida una disposición legal o contractual.
Para ello, el Titular podrá revocar su consentimiento mediante el mismo medio por el que lo otorgó.
Al respecto, se debe tener en cuenta que existen dos modalidades de revocación del consentimiento: Una de ellas se da sobre la totalidad de las finalidades consentidas y, la otra, se da sobre algunos tipos de tratamiento determinados.

13. DEBERES COMO ENCARGADO DEL TRATAMIENTO
Ontop se encarga directamente del tratamiento y custodia de los Datos Personales captados y almacenados. Sin embargo, se reserva el derecho a delegar en un tercero tal Tratamiento, para lo cual exigirá al Encargado la atención e implementación de las Políticas y procedimientos idóneos para la protección de los datos personales y la estricta confidencialidad de los mismos, de acuerdo con la normatividad vigente.

14. MEDIDAS DE SEGURIDAD ADOPTADAS CON RELACIÓN AL TRATAMIENTO DE DATOS PERSONALES
Ontop adoptará las medidas técnicas, humanas y administrativas necesarias para garantizar la seguridad y confidencialidad de los datos y para evitar su alteración, pérdida, consulta, uso o acceso no autorizado. Los datos personales que el Titular de la información suministre a Ontop bajo cualquier medio, serán administrados de forma confidencial, con las debidas garantías constitucionales, legales y demás normas aplicables a la protección de datos personales.

15. RESPONSABLE DEL TRATAMIENTO DE DATOS PERSONALES
El responsable de la captura, recolección, uso y tratamiento de sus datos personales es la sociedad Ontop Digital Colombia SAS, identificada con el NIT 901.456.887-1, con domicilio en Cr 18 No. 93 A 57, Bogotá, D.C., Colombia, correo electrónico privacy@getontop.com.

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