These Terms of Service (the “Terms”) govern your use of OnTerra Systems’ products, software, services, websites, application programming interfaces, integration modules, and software extensions made available for use with third-party platforms or AI assistants. Please read these Terms carefully before using any OnTerra Systems service.
1.1 Your use of OnTerra Systems’ products, software, services, web sites, application programming interfaces, integration modules, and software extensions made available for use with third-party platforms or AI assistants (referred to collectively as the “Services” in this document and excluding any services provided to you by OnTerra Systems under a separate written agreement) is governed by and subject to the terms and conditions set forth below. “OnTerra Systems” means OnTerra Systems LLC, whose principal place of business is at 2080 S. Holly Street, #24504, Denver, CO 80222.
1.2 The Services include, without limitation, OnTerra Systems’ web applications, mobile applications, application programming interfaces, integration software, software extensions, and any other products or services made available by OnTerra Systems from time to time, including any such products or services distributed for use with third-party platforms, productivity suites, or AI assistants (each, an “Extension”). Extensions are part of the Services and are subject to these Terms, together with any additional terms presented to you at the time of installation or authentication.
1.3 In addition to the terms and conditions set forth herein, the Services shall be subject to any Legal Notices applicable to the Services. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service or an Extension, these will be accessible for you to read either within, or through your use of, that Service or Extension.
1.4 The terms and conditions set forth herein, together with the Additional Terms, form a legally binding agreement between you and OnTerra Systems in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the terms and conditions set forth herein say, then the Additional Terms shall take precedence in relation to that Service.
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by OnTerra Systems in the user interface for any Service; (B) installing, authenticating to, or otherwise enabling an Extension; or (C) by actually using the Services. In each case, you understand and agree that OnTerra Systems will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with OnTerra Systems, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Terms for your records.
3.1 Notwithstanding anything to the contrary contained in these Terms, in the event you purchased or were granted a trial license for use of the Services, you acknowledge and agree that your use of the Services is solely for evaluation purposes subject to the terms and conditions of these Terms. You further acknowledge and agree that your trial license is limited to the duration, scope, and usage limits specified by OnTerra Systems at the time the trial license is issued (and where no such limits are specified, to a default term of thirty (30) days and any usage limits OnTerra Systems applies to trial users from time to time). Your right to use the Services shall lapse at the end of the applicable trial period. If you desire to continue using the Services, you must first pay OnTerra Systems all applicable license fees.
4.1 OnTerra Systems has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of OnTerra Systems itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 OnTerra Systems is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which OnTerra Systems provides may change from time to time without prior notice to you, including the addition or removal of Extensions and the platforms with which Extensions interoperate.
4.3 As part of OnTerra Systems’ continuing innovation, you acknowledge and agree that OnTerra Systems may stop (permanently or temporarily) providing the Services (or any features within the Services, including any Extension) to you or to users generally at OnTerra Systems’ sole discretion, without prior notice to you. In addition, OnTerra Systems may decide to start charging for the Services at some time in the future. You may stop using the Services at any time by ceasing use of the applicable Service, uninstalling any Extension, or revoking any authorization you have granted to OnTerra Systems or to a third-party platform on OnTerra Systems’ behalf. You do not need to specifically inform OnTerra Systems when you stop using the Services.
4.4 You acknowledge and agree that if OnTerra Systems disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content which is contained in your account.
4.5 You acknowledge and agree that your use of the Services is limited to the number of users, seats, transactions, and any other usage units for which you have provided payment to OnTerra Systems or which are otherwise authorized in the applicable order form, registration materials, or product documentation. Any use of the Services beyond the scope for which you have provided payment is subject to usage charges at OnTerra Systems’ then current rates. OnTerra Systems may apply additional usage limits to particular Services from time to time, and usage beyond any such limit is subject to usage charges at OnTerra Systems’ then current rates. For the purposes of this Section, a call to the Services initiated through an Extension or third-party platform is treated as a use of the Services.
4.6 You acknowledge and agree that by using the Services your company name can be used as a reference by OnTerra Systems LLC in marketing literature, on their website, and/or in discussions with prospective customers. At no time will OnTerra Systems release personal contact information without your permission and agreement.
4.7 You acknowledge and agree that OnTerra Systems does not provide a warranty or guarantee of service availability or performance. However, every reasonable attempt will be made to ensure service availability and performance.
4.8 You acknowledge and agree the Services are provided as is and that if you would like enhancements or custom features you will engage OnTerra Systems to implement such enhancements or custom features on a time and materials basis.
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to OnTerra Systems will always be accurate, correct, and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries, and any laws governing the sending of commercial or operational communications such as email).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by OnTerra Systems or, in the case of an Extension, through the third-party platform that the Extension is intended to be used with, unless you have been specifically allowed to do so in a separate agreement with OnTerra Systems. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. For the avoidance of doubt, access to the Services initiated by an AI assistant or other software agent acting on your behalf and pursuant to an authorization you have granted is a permitted use of the applicable interface.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with OnTerra Systems, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose. You further agree that you will not modify, fork, redistribute, or sublicense any Extension, or extract any instructional content, prompts, or configuration contained in an Extension for use in a competing product.
5.6 You agree that you are solely responsible for (and that OnTerra Systems has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which OnTerra Systems may suffer) of any such breach, including breaches caused by actions initiated through an Extension or by an AI assistant or software agent acting on your behalf.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords, service credentials, API keys, authentication tokens, OAuth authorizations, and any other credentials issued to, or used by, you to access the Services (collectively, “Service Credentials”).
6.2 Accordingly, you agree that you will be solely responsible to OnTerra Systems for all activities that occur under your account or under any Service Credentials issued to you, including activities initiated by Extensions, AI assistants, or other software agents that you have authorized to act on your behalf.
6.3 If you become aware of any unauthorized use of your password, any of your Service Credentials, or of your account, you agree to notify OnTerra Systems immediately at info@onterrasystems.com.
7.1 You understand that all information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images, location or address information, customer records, personnel or contact information, and any other content which you may have access to as part of, or through your use of, the Services (collectively, “Content”) are the sole responsibility of the person or entity from which such Content originated.
7.2 You should be aware that Content presented to you as part of the Services, including but not limited to sponsored Content within the Services, may be protected by intellectual property rights which are owned by the sponsors or other providers who supply that Content to OnTerra Systems (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by OnTerra Systems or by the owners of that Content in a separate agreement.
7.3 OnTerra Systems reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from any Service.
7.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk.
7.5 You agree that you are solely responsible for (and that OnTerra Systems has no responsibility to you or to any third party for) any Content that you create, transmit, or display while using the Services, including any output produced or communication sent through an Extension or with the assistance of an AI assistant, and for the consequences of your actions (including any loss or damage which OnTerra Systems may suffer) by doing so. You acknowledge and agree that output produced with the assistance of automated systems or AI assistants may be inaccurate, incomplete, or otherwise unsuitable for a particular purpose, and that you are responsible for reviewing such output before relying on it or distributing it to any third party.
8.1 You acknowledge and agree that OnTerra Systems (or OnTerra Systems’ licensors) own all legal right, title, and interest in and to the Services, including any Extensions and any intellectual property rights related thereto (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by OnTerra Systems and that you shall not disclose such information without OnTerra Systems’ prior written consent.
8.2 Unless OnTerra Systems has otherwise agreed in writing, nothing in the Terms gives you a right to use any of OnTerra Systems’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
8.3 Other than the limited license set forth in Section 10, OnTerra Systems acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit, or display on, or through, the Services, including any intellectual property rights related thereto (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with OnTerra Systems, you agree that you are responsible for protecting and enforcing those rights and that OnTerra Systems has no obligation to do so on your behalf.
8.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services or any Extension.
8.5 Unless you have been expressly authorized to do so in writing by OnTerra Systems, you agree that in using the Services, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
9.1 Subject to your payment of all applicable fees, OnTerra Systems gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the software provided to you by OnTerra Systems as part of the Services as provided to you by OnTerra Systems (referred to as the “Software” below, and including any Extensions). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by OnTerra Systems, in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code, instructional content, prompts, or configuration of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OnTerra Systems, in writing.
9.3 Unless OnTerra Systems has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10.1 You retain copyright and any other rights you already hold in Content which you submit, post, or display on or through the Services. By submitting, posting, or displaying Content you give OnTerra Systems a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and non-exclusive license for the purpose of enabling OnTerra Systems to display, transmit, and process such Content in order to provide the Services to you.
10.2 You understand that OnTerra Systems, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media, including third-party platforms with which an Extension interoperates; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that this license shall permit OnTerra Systems to take these actions.
10.3 You confirm and warrant to OnTerra Systems that you have all the rights, power, and authority necessary to grant the above license, including with respect to any personal information of customers, employees, recipients, or other individuals that you submit to the Services.
11.1 The Software, including any Extension, may automatically download and install updates from time to time from OnTerra Systems or from a third-party platform through which the Extension is distributed. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit OnTerra Systems and such third-party platforms to deliver these to you) as part of your use of the Services.
12.1 The Services may be made available through, or may interoperate with, third-party platforms, productivity suites, email providers, mapping providers, identity providers, AI assistants, and other software not operated by OnTerra Systems (“Third-Party Services”). Your use of any Third-Party Service is subject to the terms and privacy policies of the applicable provider, and OnTerra Systems is not responsible for the availability, accuracy, security, or terms of any Third-Party Service.
12.2 Where you authorize OnTerra Systems or an Extension to access a Third-Party Service on your behalf (for example, through an OAuth flow), you represent and warrant that you have the right to grant such access and that the access requested is consistent with the policies of the applicable Third-Party Service. You are responsible for the consequences of any action initiated through such access, including any communication sent, file uploaded, or content published.
12.3 An interruption, change, or discontinuation of a Third-Party Service may affect the availability or behavior of the Services. OnTerra Systems has no obligation to provide a substitute for any Third-Party Service that becomes unavailable.
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES, INCLUDING ANY EXTENSION, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13.2 IN PARTICULAR, ONTERRA SYSTEMS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (C) ANY INFORMATION, CALCULATION, RECOMMENDATION, GENERATED COMMUNICATION, OUTPUT, OR REPORT OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
13.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ONTERRA SYSTEMS (INCLUDING ONTERRA SYSTEMS’ EMPLOYEES AND AGENTS) OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY. IT IS THE INTENTION OF BOTH PARTIES THAT SECTIONS 13 AND 14 BE CONSTRUED BY A COURT AS BEING THE BROADEST EXCLUSIONS AND LIMITATIONS THAT ARE CONSISTENT WITH APPLICABLE LAW.
14.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT ONTERRA SYSTEMS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY OUTPUT GENERATED OR COMMUNICATION SENT THROUGH THE SERVICES, INCLUDING BY AN EXTENSION OR AN AI ASSISTANT ACTING ON YOUR BEHALF; (II) ANY CHANGES WHICH ONTERRA SYSTEMS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES, INCLUDING ANY EXTENSION); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (IV) YOUR FAILURE TO PROVIDE ONTERRA SYSTEMS WITH ACCURATE ACCOUNT INFORMATION; OR (V) YOUR FAILURE TO KEEP YOUR PASSWORD, SERVICE CREDENTIALS, AUTHENTICATION TOKENS, OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
14.2 THE LIMITATIONS ON ONTERRA SYSTEMS’ LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT ONTERRA SYSTEMS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
15.1 OnTerra Systems may make changes to the Terms from time to time without notice.
15.2 You understand and agree that if you use the Services after the date on which the Terms have changed, OnTerra Systems will treat your use as acceptance of the updated Terms.
16.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company, including any Third-Party Service. Your use of these other services, software, or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
16.2 The Terms constitute the whole legal agreement between you and OnTerra Systems and govern your use of the Services (but excluding any services which OnTerra Systems may provide to you under a separate written agreement), and completely replace any prior agreements between you and OnTerra Systems in relation to the Services.
16.3 You agree that OnTerra Systems may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
16.4 You agree that if OnTerra Systems does not exercise or enforce any legal right or remedy which is contained in the Terms (or which OnTerra Systems has the benefit of under any applicable law), this will not be taken to be a formal waiver of OnTerra Systems’ rights and that those rights or remedies will still be available to OnTerra Systems.
16.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.6 You acknowledge and agree that each member of the group of companies of which OnTerra Systems is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
16.7 The Terms, and your relationship with OnTerra Systems under the Terms, shall be governed by the laws of the State of Colorado without regard to its conflicts of law provisions. You agree to submit to the exclusive jurisdiction of the courts located within the state of Colorado to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that OnTerra Systems shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16.8 You agree to indemnify and hold OnTerra Systems, and its Subsidiaries and Affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content, your use of the Services, your connection to the Services (including connections initiated by an Extension or by an AI assistant acting on your behalf), your violation of these Terms, or your violation of any rights of another.
If you have questions about these Terms, please contact us:
OnTerra Systems LLC
2080 S. Holly St., #24504
Denver, CO 80222
United States
Email: info@onterrasystems.com
Phone: 720.836.7201