Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and Ontu Software LLC, a Delaware limited liability company (“Ontu,” “we,” “us,” or “our”), governing access to and use of the Ontu platform, website, and related services (the “Services”). By accessing or using the Services, creating an account, or clicking to accept these Terms, you agree to be bound by them.

If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity (the “Customer”). If you do not agree, do not use the Services. If Customer and Ontu have signed an order form, master services agreement, or similar written agreement (an “Order Form”), that agreement together with these Terms governs; in the event of conflict, the signed agreement controls.

Subject to these Terms and payment of applicable fees, Ontu grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for its internal business purposes.

Users must be at least 18 years old and be authorized by Customer. You must provide accurate registration information, keep credentials confidential, and promptly notify us of any unauthorized use. Customer is responsible for all activity under its accounts and for its users’ compliance with these Terms. Access to certain features may depend on the subscription tier and seat type purchased.

We may modify, improve, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of the Services during a paid subscription term without notice.

“Customer Data” means all documents, emails, recordings, transcripts, and other content and information that Customer or its users upload, connect, or otherwise submit to the Services. As between the parties, Customer owns all right, title, and interest in Customer Data.

Customer grants Ontu a limited, worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and support the Services for Customer, and as otherwise permitted by these Terms. Ontu will not use Customer Data to train or fine-tune generative AI models.

Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to permit Ontu to process it as described in these Terms, including with respect to personal information of third parties and information subject to confidentiality obligations to Customer’s own clients. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for its decisions about which third-party accounts to connect.

Ontu’s collection and handling of personal information is described in our Privacy Policy. To the extent Ontu processes personal data on Customer’s behalf, the parties’ data processing addendum, where executed, applies.

You will not, and will not permit others to:

• use the Services in violation of applicable law or regulation, or to infringe or misappropriate the rights of others;
• upload content that is unlawful, malicious, or that you do not have the right to submit;
• attempt to gain unauthorized access to the Services, other accounts, or related systems or networks, or probe, scan, or test their vulnerability without our written consent;
• interfere with or disrupt the integrity or performance of the Services, including by exceeding rate limits or circumventing usage limits or fair-use policies;
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent such restriction is prohibited by law;
• copy, resell, sublicense, or make the Services available to third parties other than authorized users, or use the Services to build a competing product or service;
• use outputs or access to the Services to develop or train competing AI models; or
• use the Services for activities requiring fail-safe performance, or to make fully automated decisions with legal or similarly significant effects on individuals without appropriate human review.

We may suspend access immediately where reasonably necessary to prevent harm, address a security threat, or stop a violation of this Section.

The Services include features powered by artificial intelligence, including third-party models. Output is generated automatically and may be inaccurate, incomplete, outdated, or similar to output generated for others. AI output, including summaries, drafts, citations, extracted figures, and task suggestions, is provided to assist your work and is not legal, accounting, tax, financial, investment, or other professional advice.

Customer is responsible for evaluating and verifying all output before relying on it or sharing it with any third party, and for ensuring that a qualified professional reviews any output used in client deliverables. As between the parties, and subject to Customer’s compliance with these Terms, Customer owns the output generated from its Customer Data, to the extent permitted by law. Ontu makes no assurance that output will be unique or eligible for intellectual property protection.

The Services may interoperate with third-party products and services, such as email providers and AI model providers, that are not owned or controlled by Ontu. Your use of those services is governed by their own terms, and Ontu is not responsible for their availability, content, or practices. If a third-party service changes or ceases to make its interfaces available on reasonable terms, Ontu may modify or discontinue the related functionality without liability.

Customer will pay the fees specified in the applicable Order Form or plan. Unless otherwise stated, fees are invoiced in U.S. dollars, are due within thirty (30) days of the invoice date, are non-cancellable and non-refundable, and exclude taxes, which Customer is responsible for paying (other than taxes on Ontu’s net income). Overdue amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, and Ontu may suspend the Services for non-payment after providing written notice.

Subscriptions renew for successive terms equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Ontu may change fees for any renewal term upon at least sixty (60) days’ prior notice. Seat counts and usage may be subject to plan limits and fair-use policies.

The Services, including all software, models, interfaces, designs, documentation, and trademarks, and all improvements to them, are and remain the exclusive property of Ontu and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted by implication or estoppel. All rights not expressly granted are reserved.

If you provide suggestions, ideas, or other feedback about the Services, you grant Ontu a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or attribution, provided that it does not identify you or include Customer Data.

Each party (the “Recipient”) may receive non-public information of the other party (the “Discloser”) that is marked confidential or that reasonably should be understood to be confidential, including, in the case of Customer, Customer Data (“Confidential Information”). The Recipient will use Confidential Information only to perform or exercise rights under these Terms, will protect it using at least the same degree of care it uses for its own similar information (and no less than reasonable care), and will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was already known to or independently developed by the Recipient, or was rightfully received from a third party without restriction. The Recipient may disclose Confidential Information as required by law, after giving the Discloser prompt notice where legally permitted. These obligations survive for five (5) years after termination, and for as long as the information remains a trade secret or, in the case of Customer Data, for as long as Ontu retains it.

These Terms apply from the date you first access the Services and continue for the duration of the subscription term. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Ontu may suspend or terminate access immediately for the reasons in Section 4 or if required by law.

On termination or expiration, Customer’s right to use the Services ends. Customer may export Customer Data during the period described in the Privacy Policy, after which Ontu will delete it in accordance with that policy. Sections that by their nature should survive termination will survive, including Sections 3, 8–9, 11–15, and any accrued payment obligations.

Each party represents that it has the legal power and authority to enter into these Terms. Ontu warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ONTU AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ONTU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Customer will defend, indemnify, and hold harmless Ontu, its affiliates, and their respective members, officers, employees, and agents from and against any third-party claims, and resulting damages, liabilities, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of (a) Customer Data or Customer’s submission of it to the Services, (b) Customer’s or its users’ breach of these Terms or violation of applicable law, or (c) Customer’s reliance on or use of output in providing services to its own clients.

Ontu will defend Customer against any third-party claim alleging that the Services, as provided by Ontu and used in accordance with these Terms, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded or agreed in settlement. Ontu has no obligation for claims arising from Customer Data, combinations with items not provided by Ontu, modifications not made by Ontu, or use in breach of these Terms. If the Services become subject to such a claim, Ontu may procure the right to continue use, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid fees for the remaining term. This Section states Ontu’s entire liability and Customer’s exclusive remedy for infringement claims.

The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided that no settlement may impose liability or admissions on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA (EXCEPT AS PROVIDED BELOW), ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ONTU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

THE FOREGOING LIMITATIONS DO NOT APPLY TO (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS, (C) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (EXCLUDING LIABILITY ARISING FROM A SECURITY INCIDENT, WHICH IS SUBJECT TO THE CAP ABOVE), OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND REFLECT A REASONABLE ALLOCATION OF RISK.

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute informally for thirty (30) days after written notice. Any dispute not so resolved will be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the personal jurisdiction and venue of those courts, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. Any claim must be brought within one (1) year after the cause of action arises.

Entire agreement: these Terms, together with any Order Form, the Privacy Policy, and any executed DPA or NDA, are the entire agreement between the parties regarding the Services and supersede all prior understandings. Assignment: Customer may not assign these Terms without Ontu’s prior written consent, except to a successor in a merger or sale of substantially all of its assets that is not a competitor of Ontu; Ontu may assign these Terms to an affiliate or successor. Severability and waiver: if any provision is unenforceable, the remainder stays in effect, and a failure to enforce a provision is not a waiver. Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations. Independent contractors: the parties are independent contractors, and there are no third-party beneficiaries. Export and sanctions: Customer will not use the Services in violation of U.S. export control or sanctions laws. Notices: notices to Ontu must be sent to the contact address below; Ontu may give notice by email to the address on the account or through the Services.

Changes: we may update these Terms from time to time. For material changes, we will provide notice at least thirty (30) days before they take effect (or as required by law); continued use after the effective date constitutes acceptance. A signed Order Form may only be amended in writing signed by both parties.

Ontu Software LLC, a Delaware limited liability company. Questions about these Terms may be sent to [email protected].