Terms of Use

Feedback License. All users hereby grant Ontegro an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any suggestions, feedback, recommendations, comments and know how that you provide to Ontegro regarding the Site and Services.

Intellectual Proprietary Rights.

The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site and the Services are the property of or otherwise are licensed to Ontegro and its licensors and affiliates, whether acknowledged (or not), and which are protected under intellectual property laws, including copyright laws and treaties and other jurisdictions throughout the world.  

Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers. No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site or our Services, in whole or in part.

For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of the United States and other applicable jurisdictions.

You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

If you think content on Ontegro infringes these Terms or otherwise infringes any applicable law (apart from copyright infringements) or other Ontegro policies, you may use the report button located under each question or answer, or you can use the “Contact Us” page, or email us at support@ontegro.com.

We are under no obligation to remove or delete content that you subjectively find objectionable or offensive. We promise to respond promptly to requests for content removal, consistent with our policies and applicable law.

Digital Millennium Copyright Act (‘DMCA’) Notice.

In compliance with the DMCA, we inform you that Ontegro is the Designated Copyright Agent for DMCA Takedown Notices and intellectual property rights infringement policing. For more information, including detailed information about how to submit a request for takedown if you believe content on Ontegro infringes your intellectual property rights, please contact us. You can review the current DMCA text at the U.S. Copyright Office website.

Ontegro takes copyright infringement matters seriously, and is ready to remove any allegedly or factually infringing content displayed on the Site upon due notice and request by the title holder.

The following procedure will apply for any content displayed through the Site that allegedly infringes the intellectual property rights of you or of any third party. You must notify us of your claim with the email subject: "Takedown Request". Once received, Ontegro will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, Ontegro may delete it, disable or otherwise stop displaying it.

Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones of the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g., address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

Our affiliates, advertisers, partners and third party syndicated content providers may be adversely affected due to a DMCA Takedown Notice. Accordingly, upon receipt of any such notice, we will try to contact the content owner or webmaster of the affected site to uphold their right to a Counter Claim Notice, under Sections 512(g)(2), and (3) of the DMCA.

To file a Counter Claim Notice, please contact our Designated Agent indicated above, in writing, and with a Counter Claim Notice containing the following information, at a minimum: (i) express identification of the content that we may have or have removed from our Site and section or domain it was displayed; (ii) contact information, such as your address and your email address; (iii) a signature and identification of the title holder and/or the person authorized to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you have a good faith belief that the information provided in the Counter Claim Notice is true and accurate.

Third-party Websites and Content.

From time to time, our Site and Services may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you. The provision of such links does not imply any endorsement of such third-party websites (or their products and services). Please review the applicable terms and policies of such websites, including their privacy and data collection practices.

We may place ads and promotions from third-party sources on the Site. Accordingly, your participation or undertakings in promotions of third-parties other than Ontegro, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third-party. Ontegro is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

User Generated Content Policy.

You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Terms. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Ontegro. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Terms or other intellectual property rights.  

Although we will make commercial efforts to preserve your User Content, we are not obligated to backup any User Content, and your User Content may be deleted at any moment, without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with your User Content. You are responsible for ensuring that such User Content does not infringe on Ontegro’s rules, guidelines or regulations, as well as these Terms and any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of your User Content.

You acknowledge and agree that Ontegro has the right to disclose such User Content and related information if required to do so by law or in the good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal procedures, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your User Content goes contrary to the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of Ontegro, its users, or the public.

Community Guidelines and User Code of Conduct.

As our user, you agree not to undertake, motivate, or facilitate the use or access of the Site or the Services in order to:

Infringe these Terms or allow, encourage, or facilitate others to do so.

Plagiarize and/or infringe on the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.

Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.

Republish, sell, rent, or sub-license content or materials from the Site without our authorization.

Disseminate any content that attacks or disparages an individual or group based on race, gender, religion, nationality, ethnicity, political group, sexual orientation or another similar characteristic. Any generalizations about these topics should be phrased as neutrally as possible.

Undertake any kind of abusive behavior directed towards private individuals is not allowed, including make threats against others or advocate violence, including self-harm. Repeated and unwanted contact constitutes a form of harassment.

Distribute, post, or otherwise make available any content that: (i) infringes on or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred, or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes on any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic, or analogous material.

Use any automated tool, such as artificial intelligence or machine learning pursuant to create derivative works of our content and materials.

Create any service in rivalry with Ontegro or for other commercial reasons, except as expressly permitted by these Terms or the written consent of Ontegro. 

Bypass or attempt to bypass any security or access control technology implemented on our platform.

Use any automated or manual process to obtain, copy, process, access and/or use our Site or Services or any part therefrom to capture unauthorized data or content, for any purpose.

Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from Ontegro or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.

Use of our Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.

Undertake any action that will or may cause an unreasonable load on Ontegro’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from Ontegro.

Intercept or monitor activity via our Site or Services, without our express authorization.

Otherwise reverse engineer, decompile or extract the proprietary code of the Site and our Services.

Content Moderation.

Our Services may incorporate interactive discussion forums, public forum groups, bulletin boards, review services or other types of public forums in which you or other users may post user generated content (e.g. reviews, messages, videos, selfies, posts and other content).

The Internet is not an anonymous means of communications, thus we cannot guarantee the confidentiality of any content that you provide to us via the Services. Each piece of content that you post is intended for public review, and except for content expressly marked as private, most user generated content that you share with us will result in such content being made publicly available for users in our Site and other third party websites, including search engines and social media sites. Please remember that not all content can be marked as private.

Particularly for public forum messaging groups, there will be a list of attendees displayed. This is important so that our users may know if other people are registered for the events which are between members. There may be the case where few or no other members elected to enter the group, thus our users are always free to enter and leave any forum, group or board.

Since we may use third party platforms open to the public, there may be no content moderation by Ontegro or other users in Ontegro groups. Ontegro expects that its users will behave with courtesy and common sense, but notwithstanding, if something offensive, uncomfortable or otherwise objectionable happens, any member can leave the chat or video call immediately and report the problem to Ontegro.

Ontegro has the right, but not the obligation, to monitor any user activity and any User Content (e.g. names, photos, posts, feedback, images, comments, questions and other content) within out platforms in order to determine compliance thereof, and to edit, refuse to post or remove any material or content submitted to or posted on our Services that we find to be in violation of our Terms, Policy or that is otherwise objectionable.

You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Ontegro and our Services.

We reserve the right (but not the obligation) to monitor disputes between you and other of our users, but not with suppliers.

No Spam Policy.

We reserve the right to screen any user generated content to locate and delete any spam or deceiving coupon, code, offer or link to any product or service. We will not tolerate, and we will not allow others to undertake though our Services or Site, any and all massive delivery of unsolicited bulk communications to our users or to any third party.

Any commercial electronic communication that you receive from us, our partners, licensors, suppliers and affiliates will require your prior consent to such communication. Our commercial communications will include measures in order for you to stop receiving them, usually through an unsubscribe link. Please see our Policy for more information.

App Store Terms.

This section will apply to our mobile application software which now or in the future might be distributed by Ontegro via the Apple Inc. or Google Inc. (and their affiliates) app stores. You hereby acknowledge and agree that these Terms are executed between Ontegro and you, and not between Google or Apple. Henceforth, the license granted to you for the App is also limited to a non-transferable license to use the App an authorized third party device activated product that you own or control, and as permitted by the terms of use set forth in the applicable app store.

These Terms may not provide for usage rules for the App that are less restrictive than the usage rules set forth for licensed applications that otherwise are in conflict with, Google’s or Apple’s app stores terms of service or that otherwise are in conflict with their respective of use, the more restrictive term shall govern.

Ontegro, and not any such third party app store provider, shall be solely responsible for the App and any and all content thereof. Ontegro is solely responsible for the App, the Services, any content therein and the User Content thereof.

As our end user, you hereby represent and warrant that you will comply with any and all applicable third party terms of agreement when using the App (e.g. wireless data carrier terms, Wi-Fi’s hotspot terms).

In the event of any failure of the App to conform to any applicable warranty, you may notify Apple or Google, and they may refund you the purchase price for the App only (if any); and, to the maximum extent permitted by applicable law, neither Apple nor Google will have other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Ontegro’s responsibility.

Ontegro is solely responsible for providing any maintenance and support services with respect to the App, and neither Apple nor Google have any obligation to furnish any maintenance and support services thereof.

Ontegro, and not Apple or Google, is the one responsible for addressing any claims of the end user or any third party relating to the App or the end user’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the Ontegro platform.  

These Terms may not limit Ontegro´s liability to the end user beyond what is permitted by applicable law. In the event of any third party claim that the App or the end user’s possession and use of that App infringes that any third party’s intellectual property rights, Ontegro and/or the end user, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

You hereby acknowledge and agree that Apple and Google (and their affiliates), are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as third party beneficiaries thereof.

If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple's applicable instructions for Minimum Terms for Developer's End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply and prevail to the extent of such inconsistency or conflict.

If any of the terms and conditions in these Terms are inconsistent or in conflict with Google's Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html, the terms and conditions of Google EULA Terms will apply and prevail to the extent of such inconsistency or conflict.

In-App Purchase Terms.

If in the future we may allow any user to make a purchase through the App, where you will be prompted to enter details for your account with your selected app store account, which will be charged for the in-app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your app store account. Some App Stores may charge you sales tax, depending on where you live. 

If you purchase an auto-recurring periodic subscription through an in-app purchase, your app store account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your app store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted our mobile application from your device.  

Please take note that deleting your account on the Site or deleting our App from your device may not cancel your ongoing subscription; and in such case, we will retain all funds charged to your app store account until you cancel your subscription.

User Support.

You can always contact our team with questions about our Services at support@ontegro.com, and we will strive to answer them and work together in order to resolve any such inquiries. You must provide us with full details of your service query, so we can clearly assess your concerns.

If you have any questions or complaints regarding the Site or our Services, please contact us by email as indicated on our contact web page. We will undertake commercially reasonable efforts in order to answer as quickly as possible.

Advertising, Opt-out.

We may support the Site and our Services through advertising and other commercial opportunities. These advertisements may be tailored to the content of the Site, and the nature and extent of such advertising by us is subject to change without prior notice. Please refer to our Policy for information regarding certain advertisement opt-out.

Newsletters.

The Site may allow you to create and/or subscribe to a newsletter service, which may be provided by us or through an authorized third party. As a user, you will receive a conspicuous communication indicating subscription therefore and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications and also in your account preferences.

Content Liability.

We shall not be held responsible for any content that appears on any of the vendor stores on Ontegro. You agree to protect and defend us against all claims that are arising from content on our Site. No link(s) should appear on any website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of any third party rights.

Removal of links from the Site.

If you find any link on our Site that is offensive for any reason, you are free to contact and inform us at any time. We will consider requests to remove links, but we are not obligated to do so or to respond to you directly.

You acknowledge and agree that Ontegro shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. Each visitor or user is solely responsible for the contents of his or her communications and may be held legally liable or accountable for the content of his or her comments or other material or information.

Limited Guarantee.

Ontegro shall make all commercially reasonable efforts to ensure that any interface or integration from a third party provider or system as part of the Services operates correctly. Notwithstanding, you acknowledge that the successful operation of any interface or integration is dependent upon the technical set up of said third party systems, such as Amazon Web Services and other infrastructure and cloud computing providers.  

Accordingly, you agree that: (i) Ontegro cannot be held liable for any failures in the operation of the interface or integration resulting from acts or omissions by you or the third party; (ii) Ontegro shall have no liability or obligation whatsoever to you in relation to the content on or use of, or correspondence with any third party website or service made available via the Services.

If an issue arises with regard to the effective operation of an interface or integration to a third party provider or system, Ontegro will use its commercially reasonable efforts to resolve the issue.

No Endorsement.

The images, texts, posts, information, photographs and other content and media displayed on or through the Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete control. Some or all of the images shown in the Site are licensed and/or purchased stock photos and are only shown for illustration purposes. Some or all of the content displayed in the Site is delivered by external third parties, and does not reflect Ontegro’s opinions, nor does Ontegro, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.

Some of the users of Ontegro who post content on the platform are verified experts in the various subject matters, designated by the “Expert” badge. However, any such User Content posted by expert contributors should not be relied on or regarded as any authority. Ontegro does its utmost best to ensure that all content, including questions, answers, posts, and tutorials, on Ontegro are correct to the extent as it is, but does not guarantee error-free contents, including those provided by the expert contributors.

Confidentiality.

Neither party shall disclose any Confidential Information to any third party except to its employees, attorneys, tax or accounting professionals who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein. Each party shall further protect the Confidential Information to the same extent as it protects its own information of a similar type.

For the purposes herein stated, “Confidential Information” shall be defined as the digital, verbal and/or written disclosures, documents or communications, stored in either written, graphic, digital, optical electromagnetic form or in software as a service systems, commonly known as “the cloud”, e-mails, optical disks, memory cards or removable drives or any other means that can retain information.

Confidential Information shall not include, information that: (i) is in the public domain at the time of disclosure; (ii) becomes publicly available through no fault of the recipient party and without breach of these Terms, (iii) is already in the lawful possession of a party without restriction prior to disclosure; (iv) becomes rightfully known to a party without restriction from a source other than the disclosing party; or that (v) is required to be disclosed by virtue of an order of a competent court or a legal requirement; shall not be deemed Confidential Information.

User Representations and Warranties.

You hereby represent, warrant and covenant that: (i) your use of our Site and Services, and all your uploaded and personal data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide any data to Ontegro and its affiliates, licensors and agents; and to grant the rights granted to Ontegro in these Terms, including without limitation any intellectual property rights or rights of publicity, privacy and any use, collection and disclosure authorized.

Term, Termination.

The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our Services; or (iii) Ontegro begins providing its Services to you.

The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or revocation for our Services; (iii) Ontegro’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Ontegro to you from time to time; or (v) Ontegro’s decision to make the Site or the Services no longer available for use, at its sole and final discretion.

Termination for Cause by Ontegro.

These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein. Upon termination for breach, your rights to use our Site, our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature. In this case, please contact our support department in order to initiate the process of receiving a backup copy of your user data, if any, subject to the terms and conditions of our providers, such as Amazon Web Services.

Disclaimer of Warranty.

To the fullest extent permissible under applicable law, the Site and the Services are provided to you “as is,” with “all faults” and “as available,” without warranty of any kind. Ontegro, and its affiliates, clients, agents, officers, licensors and/or distributors do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, non-infringement, non-interference with use and/or enjoyment, peaceful enjoyment, and any warranties emanating out of course of dealing or trade usage.

Nothing in this disclaimer will limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude our or your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.

Ontegro expressly disclaims any representation or warranty that Ontegro complies with all applicable laws and regulations outside the United States. If you make use of Ontegro outside of the United States, you expressly fully comprehend and consent that it is your responsibility to determine compliance with variant laws, regulations, or customs that may apply in connection with your use of Ontegro.

No Damages.

In no event shall Ontegro, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use, inaccessibility or malfunction of Ontegro or the Services including, but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, business glitch, defamation, or loss of data (notwithstanding that we might have been advised of the possibility of such damages or such damages are foreseeable); whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Ontegro, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages; emanating from or connected, in any way, with your use of, or inability to use Ontegro. Your singular redress for dissatisfaction with Ontegro is your prompt withdrawal from using Ontegro.

Limitation of Liability.

If a user suffers loss or damage as a result of Ontegro’s negligence or failure to comply with these Terms, any claim by such user against us will be limited in respect of any one incident, or series of connected incidents, to the amount paid to Ontegro in connection with its Services within the three (3) months before the action giving rise to the liability.

These Terms provide you with specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Indemnification.

You agree and acknowledge to indemnify, hold harmless, and defend Ontegro, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Ontegro’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Ontegro’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Ontegro); (ii) your use of Ontegro; (ii) your User Content; (iii) your conduct or interactions with other users of Ontegro; (iv) your violation of any part of these Terms; and/or (v) any third party claim arising out of or in relation to Ontegro or our Services or use thereof in combination with another platform, including without limitation, any claim Ontegro or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person.

We will immediately notify you of any such claim and will provide you (at your own expense) with assistance in defending the claim. Unless our prior written consent is first obtained, you will not settle any claim the defense of which we need to participate in. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that circumstance, you will be under no obligation to defend us in that matter.

Generals

Assignment. These Terms will inure to the benefit of any successors of the parties. We may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest. Any rights not expressly granted herein are thereby reserved. We reserve the right, at any time, to transfer some or all of Ontegro’s assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

Force Majeure. Ontegro is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond Ontegro’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, government mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties. 

Interpretation. In understanding or interpreting the terms of these Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.

Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of these Terms, and these Terms supersede any and all prior oral or written communications, proposals, representations, and agreements. The Terms may be amended only by mutual agreement expressed in writing and signed by both parties, and any attempted amendment in violation of this section shall be void. 

Equitable remedies: You hereby acknowledge and agree that if these Terms are not specifically enforced, Ontegro will be irreparably damaged, and therefore you agree that Ontegro shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

Language. These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.

No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S.A., European Union or other government’s embargo, or that has been designated as a “terrorist supporting” country; and (ii) you are not listed on any government list of prohibited or restricted parties or activities.

Notices. All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.

You agree to receive correspondence from us by email in accordance with these Terms and applicable law. You consent and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.

No Waiver. Failure by Ontegro to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

No Relationship. You and Ontegro are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms will remain in full force and effect.

Taxes. You are responsible for complying with all tax obligations associated with your account. It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.

Applicable Law. You agree to submit to the applicable laws in the State of New York, United States of America, which will govern these Terms and any claim, without regard to conflict of law provisions.

Forum. For the application of this arbitration agreement, and of other matters appertaining these Terms, the parties hereto agree to submit to the personal jurisdiction of the courts located in Elmira County, State of New York, United States of America.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so.

Contact

If you have any questions or queries about us, the Site, our Services or these Terms, please contact us via support@ontegro.com. Note that communications made by email or the “Contact Us” page does not constitute legal notice to the Ontegro entity.

Date of last effective update is [---------], 2021.