Terms of Service

Ontro AI LLC Terms of Service

The Terms of Service delineated herein shall regulate your utilization of the Ontro Services, except where such use is governed by a distinct agreement duly executed between you and Ontro AI LLC. 

Ontro, Inc. (“Ontro,” “we,” “us,” or “our”) delivers legal technology services. This document delineates the Terms of Service (“Terms”) that oversee your engagement with Ontro’s services, which include our artificial intelligence technologies (“AI Services”), websites, applications, add-ons, plug-ins, components, functionality, and programs, together with any other services detailed in any mutually executed order form (collectively referred to as the “OntroServices” or “Services”). The “Subscription Agreement” encompasses these Terms, any applicable price schedule, and any order form(s) for the Ontro Services duly executed by both Ontro and you, the user (“you” or “User”). Incorporated into these Terms are the Ontro Privacy Policy and any supplementary documents that explicitly invoke these Terms. By clicking the “I accept” button, demonstrating acceptance through your actions, or by deploying any of the Ontro Services, with or without registration, you consent to be bound by these Terms with Ontro. Should you be consenting to these Terms on behalf of a company or other legal entity, you confirm that you possess suitable authority of representation for such entity. If you lack such authority, or if you dissent from these Terms, you are advised not to accept, access, or utilize the Services in any way. 

For users engaging with the Ontro Services during a proof of concept or other product trial phase (“Evaluation”), your use is subject to these Terms throughout the Evaluation period. It is important to note that during the Evaluation period, access to the Services is provided on an “as-is” basis, devoid of any representations, warranties, or conditions of any kind. You should be aware that any data or content you upload to the Services might be irretrievably lost upon the termination of the Evaluation period. Continuing to use the Services post-Evaluation implies your agreement that these Terms shall continue to govern your ongoing usage. 

Access to the Services is forbidden if you are a direct competitor of Ontro, or if your intention is to monitor the functionality, performance, or availability of the Services for any competitive purpose. 

Please review these Terms thoroughly to ensure your full understanding of each provision. 

1. Services, Usage Conditions, and Client Commitments: 

Subject to your adherence to these Terms, Ontro confers upon you and your Authorized Users (as subsequently defined) a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and utilize the Services consistent with the accompanying documentation and in compliance with all pertinent local, state, federal, and international legislation, regulations, and directives, exclusively for your internal business operations. Eligibility to access our Services requires being at least 18 years of age. You affirm and assure that you satisfy the age criteria and possess the legal competence to consent to these Terms.

You agree not to undertake, nor to facilitate, permit, or enable any third party to undertake, the following actions, except where such restrictions are deemed unenforceable by law: 

-Disassemble, reverse engineer, decode, or decompile any portion of the Services;

-Employ any robot, spider, scraper, data mining tools, data gathering or extraction tools, or any analogous automated methods to access, gather, duplicate, or log Services;

-Duplicate, rent, lease, sell, lend, assign, sublicense, distribute, modify, transform, or create derivative works from any portion of the Services or any Ontro Intellectual Property (as later defined);

-Utilize the Services in any way that affects (i) the stability of our servers; (ii) the functionality or performance of the Services, or any User’s interaction with the Services; or (iii) the operation of other applications interfacing with the Services;

-Use the Services in any capacity or for any purpose that (i) breaches or promotes the breach of any applicable law, regulation, legal requirement, contractual obligation, or rights of any party including, but not limited to, intellectual property rights, privacy rights, or personality rights; (ii) is fraudulent, deceptive, defamatory; (iii) incites or promotes discrimination, hatred, or violence against any individual or group; or (iv) is deemed harmful or objectionable (at our sole discretion) to us, our providers, our suppliers, our customers, or any third party;

-Employ or present the Services in competition with us, for the development of competing goods or services, for benchmarking, or competitive analysis of the Services, or in any manner to our detriment or disadvantage;

-Attempt to disrupt, impair the security or integrity of, or decode transmissions from the servers hosting the Services;

-Transmit malware, viruses or other harmful software agents through the Service;

-Impersonate another person, falsify your association with a person or entity, conceal or attempt to disguise your identity, or use the Services for any intrusive or fraudulent purposes;

-Distribute passwords or authentication credentials for the Services, or otherwise bypass or undermine measures put in place to restrict access to the Services or enforce limits on the use of the Services; or

-Mention or imply an endorsement, relationship, affiliation, or sponsorship between you (or any third party) and us without our explicit prior written permission.

2. Account Registration and Usage:

To access and utilize the Ontro Services, you must establish an account with Ontro by completing a registration form and providing an email address and password. During registration, you are required to:

-Provide truthful, accurate, and complete information as requisitioned by the registration form for Ontro Services (termed “Registration Data”);

-Continuously update the Registration Data to ensure it remains truthful, accurate, and complete.

Should you submit any information that is false, inaccurate, outdated, or incomplete, or if there are reasonable grounds for Ontro to suspect such, Ontro reserves the right to suspend or terminate your account and to deny any current or future use of the OntroServices, wholly or in part.

Authorization for account access and use of Ontro Services cannot be granted to third parties. You are mandated to maintain the confidentiality of both your user ID and password and to take full responsibility for all activities conducted under your account. It is imperative that you immediately report any unauthorized access or security breaches related to your account to Ontro. Ontro is absolved of any liability for losses or damages resulting from unauthorized account usage.

By submitting your Registration Data, including your email address and any contact numbers, or by creating an account, you are providing electronic consent to receive promotional messages and communications from Ontro and selected third parties. This may include emails or mobile notifications about service modifications and special offers. Should you decide to opt out of receiving such promotional communications, you can do so by emailing the Ontro Services support team at [email protected], or by clicking on the unsubscribe link in any promotional email. Opting out of marketing communications will not affect your receipt of important service-related notices.

3. Duration and Cessation of Terms:

These Terms shall take effect at the moment you start using our Services and shall remain in force until terminated by either party pursuant to the conditions outlined herein. Either party may terminate these Terms without cause at any time by delivering written notification to the other party, in accordance with the stipulations found in Section 6(C). Ontro may send termination notifications to the User via email to the contact information provided in your Registration Data. The User may initiate termination by contacting the Ontro Services support team at [email protected].

Should Ontro determine, at its sole discretion, that you have breached, or Ontro suspects that you have breached any condition of these Terms, Ontro may terminate these Terms immediately without prior notice. For clarity, any such termination will consequently annul any ongoing Subscription Agreements you have.

The stipulated provisions outlined in the following Sections will continue to be enforceable post-termination of these Terms: Section 3 (“Duration and Cessation of Terms”), Section 4 (“Intellectual Property Rights”) (with exceptions as specifically provided therein), Section 5 (“Confidentiality”), Section 6 (“Fees”), Section 8(A) (“Privacy”), Section 9 (“Representations & Warranties”), Section 9(C) (“Limitation of Liability”), Section 10 (“Amendments to Terms”), Section 11 (“Suspension, Cancellation, or Termination of Subscription”) and Section 13 (“General Provisions”).

4. Intellectual Property Rights:

A. User Data and Content

These Terms do not convey any rights, either implicit or explicit, to either party’s content or intellectual property, except as specifically delineated herein. The ownership of all intellectual property rights in User Content remains with the User, while Ontro AI LLC retains ownership of all intellectual property rights in and related to the Services, which includes, but is not limited to, software, products, support, documentation, aggregated, de-identified, and statistical data, and any modifications or derivatives thereof.

B. “User Content” encompasses all types of information, content, and data that a User may provide, upload, or utilize in conjunction with the Services. Ontro AI LLC does not claim any ownership rights over User Content. The User retains sole responsibility for the User Content and must bear all risks associated with its use. The User affirms and guarantees that the User Content does not breach any obligations specified in Section 1(b) or elsewhere in these Terms, nor does it transgress any laws or infringe upon the rights, including intellectual property or privacy rights, of any third parties. Ontro AI LLC explicitly disclaims all liability and assumes no responsibility for User Content.

5. License to Ontro

The User grants, and certifies possessing all necessary legal rights to grant, Ontro AI LLC an irrevocable, perpetual, assignable, sublicensable (across multiple levels), fully compensated, royalty-free, global license to reproduce, store, adapt, distribute, and display User Content for the following purposes: (a) to sustain and provide the Services; (b) to innovate and enhance its offerings, including the creation of aggregated and anonymized information; and (c) to undertake any actions as set forth in our Privacy Policy or as explicitly authorized by the User in conjunction with their use of the Services.

A. Feedback

Any suggestions, ideas, enhancement requests, or other feedback provided by the User pertaining to any aspects of the Services (“Feedback”) will become the sole property of Ontro AI LLC. Ontro AI LLC acquires all rights to such Feedback without any obligation for compensation, acknowledgment, or any other duty to the User.

B. Confidentiality Obligations:

The parties to this agreement acknowledge that in the course of their engagements, each party (herein referred to as the “Receiving Party”) may be granted access to critical and proprietary confidential information (“Confidential Information”) of the other party (herein referred to as the “Disclosing Party”). For the purposes of this Agreement, “Confidential Information” encompasses all information that is disclosed by the Disclosing Party to the Receiving Party, including but not limited to: (i) proprietary, unpublished, and business-sensitive information pertaining to the Disclosing Party’s operations, its subsidiaries, and affiliates, notably business methodologies, prospects, pricing data, and financial details; (ii) specific terms and conditions outlined in any Subscription Agreement; and (iii) any other data explicitly classified as confidential by the Disclosing Party. Specifically for Ontro AI LLC (“Ontro”), Confidential Information also includes data regarding the Services provided. For a User, Confidential Information comprises Drafts and Reports. Confidential Information expressly excludes data that:

-is or becomes publicly known through no breach of this Agreement by the Receiving Party;

-is received rightfully from a third party not bound by a confidentiality obligation to the Disclosing Party;

-was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, without any confidentiality restrictions; or

-has been or is later independently developed by the Receiving Party without any direct or indirect use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party commits to:

-safeguarding the Confidential Information with no lesser degree of care than that which it utilizes to protect its own information of a similar nature, ensuring at a minimum, a commercially reasonable level of care;

-utilizing the Confidential Information solely as necessary for fulfilling the terms and the spirit of this Agreement; and

-not disclosing, disseminating, or distributing the Confidential Information to any unauthorized third parties, except as explicitly permitted under this Agreement or as required under applicable law.

In executing these confidentiality obligations, the Receiving Party shall act diligently to prevent unauthorized use or disclosure of the Confidential Information.

6. Fees:

A. Subscription Fees

Ontro AI LLC provides certain Services under a subscription model (“Subscription”). This Subscription recurs, auto-renewing periodically as specified in the Subscription Agreement. Details on the Subscription Fees are available in our Subscription Terms, accessible at [Ontro AI LLC Subscription Terms](https://Ontro.ai), which form an integral part of this Agreement. Ontro AI LLC reserves the right, at its sole discretion, to modify, add, or eliminate any aspects of the Subscription or the Services offered without prior notice. Any changes to the Subscription Fees will be reflected in the updated online Subscription Terms. Such changes will take effect in the next billing cycle following a clear notification to you, as stipulated in this Agreement. Should specific Subscription Fees and duration have been confirmed for your use of the Services, these will remain valid for the agreed-upon term. Subscriptions renew automatically at the end of each Subscription Term, matching the length of the initial term, unless you cancel your Subscription or it is suspended or terminated by Ontro AI LLC in accordance with the Terms outlined.

B. Payments

By subscribing to the Services, you agree and acknowledge that Ontro AI LLC or its designated third-party payment processors are authorized to charge you:

-Subscription Fees as described in the Subscription Agreement;

-Applicable taxes including sales, use, value-added, withholding, or similar levies, excluding taxes based on Ontro AI LLC’s income;

-Charges related to your acquisition and utilization of the Services.

Subscription Fees may vary due to promotional considerations or amendments in Subscription Fees as stated in these Terms, alongside applicable tax adjustments. You authorize Onto AI LLC to process such modified amounts using your designated payment method. 

All Subscription Fees are due and payable in advance, commencing at the start of each Subscription Term. You agree to make all payments using an acceptable payment method, which must be current, valid, and approved by Ontro AI LLC. Payment transactions authorize Ontro AI LLC to share your payment data with necessary third-parties to process payments in U.S. dollars. Our current third-party payment processor is Stripe, and by utilizing our Services, you consent to adhere to [Stripe’s Service Agreement](https://stripe.com/us/legal). Late payments incur a monthly service charge of 1.5% of the unpaid amount or the highest permissible rate covered by law, whichever is lower, including collection costs. Failure to settle payments within fourteen (14) days from the initial attempt may result in cancellation or suspension of your Subscription and access to the Services, at the sole discretion of Ontro AI LLC.

7. Cancellation Procedure

Subscriptions may be canceled at any point; however, you are responsible for all Subscription Fees until the end of the current Subscription Term. To cancel, notification must be provided at least three (3) days prior to the next Subscription Term, either through the specified functionalities of the Services or directly to [[email protected]](mailto:[email protected]). Access to the Services continues until the end of the current Subscription Term.

A. No Refunds

SUBSCRIPTION FEES ARE NON-REFUNDABLE. By agreeing to these Terms, you acknowledge that there will be no refunds for any partially used Subscription Term or any prepayments for Services upon (i) cancellation or termination of your Subscription by you or (ii) suspension or termination of your Subscription or this Agreement by Ontro AI LLC due to your breach of these Terms.

8. Privacy and Security:

A. Privacy

Access to the services provided by Ontro AI LLC (“Ontro”) is facilitated through the Ontro websites. All interactions with the services and the website, including any data collected in such interactions, are subject to the Ontro Privacy Policy. This policy may be periodically updated at Ontro’s discretion. The user retains the option to opt out of data collection and cookies usage as delineated in the aforementioned Privacy Policy. By using the services, the user consents to receive periodic communications from Ontro related to the operational aspects of the services, as well as promotional messages and other communications that may not be critical to the services.

B. Security of User Content

Ontro commits to maintaining commercially reasonable safeguards, including physical, technical, and administrative measures, to protect the security, confidentiality, and integrity of user content. It is acknowledged by the user that the architectural structure of Ontro’s systems may allow a limited number of Ontro personnel to access User Content under specific conditions. Access by Ontro personnel will be governed strictly by the confidentiality obligations stipulated in Section 5 (“Confidentiality”) and will occur only under the following circumstances: with explicit user consent; as necessary to deliver the services; to address system errors or enhance service functionality; to comply with legal obligations or law enforcement requests including but not limited to subpoenas, court orders, and requests by governmental entities; to prevent security threats, fraud, or other malicious, illegal, or inappropriate actions; to protect or enforce Ontro’s legal rights and property.

Such measures and these terms reflect Ontro’s commitment to prioritize and uphold the privacy and security of user data in compliance with applicable laws and regulations.

9. Representations & Warranties:

Each party represents and warrants that these Terms constitute a valid and binding agreement, enforceable against each party in accordance with its terms.

A. Limitation of Liability and Disclaimer of Warranty

Except as explicitly provided in this Section 8, Ontro AI LLC (“Ontro”) disclaims all other representations and warranties, express or implied, arising by law or otherwise, regarding the Services, the accompanying digital materials (collectively, “Materials”), and any other services or deliverables provided under these Terms, including, without limitation, any implied warranties of merchantliness, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing, usage, or trade. Ontro does not warrant that the Services, including the Materials and any associated technology, will meet the User’s requirements or that operation of the Services will be uninterrupted, timely, secure, or error-free. Ontro does not warrant that the results obtained from the use of the Services or Materials will be accurate or reliable, or that any errors in the Services or Materials will be corrected. The Services and Materials are provided on an “as is” and “as available” basis with all faults. Furthermore, Ontro does not warrant or make any representations regarding the use or the results of the use of the Services or Materials in terms of their correctness, accuracy, reliability, or otherwise.

No oral or written information or advice provided by Ontro, its employees, or agents shall create a warranty or in any way increase the scope of warranties in this Agreement. The content provided through or in connection with the Services is intended for informational and practical use and does not constitute professional services advice. Users should not act or refrain from acting based solely on any content included in or accessible through the Services without seeking appropriate professional advice specific to their situation. Ontro expressly disclaims all liability for actions taken or not taken based on such content.

B. AI Services Disclaimer

Users and their end users are solely responsible for all decisions, advice, actions, and omissions based on the use of AI Services provided by Ontro. Ontro’s AI Services utilize machine learning models that generate outcomes based on patterns detected in data. These models produce probabilistic outputs and are not infallible; the results should be independently verified, including through human review, to ensure accuracy and applicability to the specific circumstances or use-case. Ontro disclaims all liability for decisions or actions taken in reliance on AI Services outputs.

C. Limitation of Liability:

Notwithstanding any other provision of this Agreement, Ontro AI LLC shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or in relation to this Agreement or the services provided hereunder, irrespective of whether Ontro AI LLC has been informed of the possibility of such damages.

Exclusions from Limitation: The limitations on liability stated above do not apply to damages resulting from Ontro AI LLC’s fraud, willful misconduct, breaches of applicable laws, or violations, infringements, or misappropriations of intellectual property rights, proprietary rights, or confidentiality obligations.

Cap on Liability: The aggregate liability of Ontro AI LLC under or in connection with this Agreement or the services provided, regardless of the cause of action or theory of recovery, shall not exceed one hundred dollars ($100).

Applicability: In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not permitted, Ontro AI LLC’s liability shall be limited to the maximum extent permitted by applicable law.

10. Amendments to Terms

Ontro AI LLC reserves the right to modify these Terms at its sole discretion. Amendments will be effective upon posting the updated Terms on Ontro AI LLC’s website or upon sending the User written notice of the changes (such notice to be sent to the contact information provided by the User in the Registration Data). Except as otherwise expressly stated in the amendment notice, all changes will take effect immediately upon posting or delivery of notice. It is the User’s responsibility to regularly review Ontro AI LLC’s website for any updates to the Terms. Continued use of the Services by the User after any such amendments signifies the User’s acceptance and agreement to be bound by the revised Terms.

11. Suspension, Cancellation, or Termination of Subscription

In the event of any prolonged period of inactivity, cancellation, or termination of the User’s Subscription to the Services, Ontro AI LLC shall not be obligated to preserve, maintain, or grant access to any User Content.

Should the User’s account remain inactive for one hundred and twenty (120) days, Ontro AI LLC reserves the unequivocal right to permanently delete or destroy all copies of the User Content, without the requirement to provide prior notification to the User, except where such action is restricted by applicable law.

Additionally, Ontro AI LLC maintains the right to delete or destroy all copies of the User Content in the ordinary course of business, at any point subsequent to thirty (30) days following the cancellation or termination of the User’s Subscription to the Services.

It is important for the User to understand that once the User Content is deleted or destroyed, it cannot be retrieved or restored under any circumstances.

12. External Links and Third-Party Resources

The Ontro Services may include hyperlinks to websites, content, or resources provided by parties other than Ontro AI LLC (collectively referred to as “Third-Party Resources”). These links are provided for your convenience only. Ontro AI LLC neither endorses nor assumes any legal liability for the accuracy, legality, or completeness of any information, materials, products, or services provided by or through any Third-Party Resources.

When you engage with or access Third-Party Resources, you do so solely at your own risk. Please be aware that these External Links are not governed by the Terms of Service or Privacy Policy of Ontro AI LLC. Consequently, we strongly advise you to review the terms and privacy policies of these Third-Party Resources.

By using Ontro Services, you hereby absolve, release, and discharge Ontro AI LLC and all of its officers, directors, shareholders, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) related to or arising out of your use of any Third-Party Resources, including but not limited to any errors, viruses, or inaccuracies that may be present.

13. General Provisions

A. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of [Specify State], without giving effect to any principles of conflicts of law. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of [Specify State] in the county of [Specify County]. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

B. Severability:

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

C. Entire Agreement:

These Terms, together with any documents expressly referred to herein, constitute the sole and entire agreement between you and Ontro AI LLC with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

D. Assignment:

You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without the prior written consent of Ontro AI LLC. Any alleged assignment or transfer in violation of this section shall be void. Ontro AI LLC may freely assign or transfer its rights under this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

E. Amendments:

Ontro AI LLC reserves the right to amend or revise these Terms at any time, at its sole discretion, by updating the text of this page, or by notifying you directly, where applicable. Such amendments may reflect changes to the law, changes to our OntroServices, or adjustments due to other operational or business requirements. Your continued use of the Services after an amendment has been made implies your acceptance of the changes. Hence, it is imperative to review the Terms periodically for updates.

F. Waiver:

No waiver by Ontro AI LLC of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ontro AI LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

G. Force Majeure:

Ontro AI LLC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Ontro AI LLC’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

H. Notices:

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the Account or [other address as specified]. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

I. Equitable Relief:

You acknowledge that a breach by you of these Terms may cause irreparable damage to Ontro AI LLC for which monetary damages would be inadequate and you consent to Ontro AI LLC obtaining any injunctive or equitable relief that Ontro AI LLC deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Ontro AI LLC may have at law or in equity.