1. Agreement to These Terms
These Terms of Service ("Terms") govern access to and use of the Ontio website at ontio.ai, any trial or evaluation access to the Ontio platform, and related services (collectively, the "Services"), provided by Ontio Holdings LLC, a California corporation ("Ontio," "we," "us," or "our"). By accessing the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent ("Customer," "you").
2. Relationship to Your Master Services Agreement
If your organization has executed a separate Master Services Agreement, order form, or subscription agreement with Ontio (an "MSA") governing your paid use of the platform, the MSA controls with respect to that use in the event of any conflict with these Terms. These Terms govern: (a) general use of the ontio.ai website; (b) any free trial, evaluation, sandbox, or self-serve access not otherwise covered by an MSA; and (c) any matters the MSA does not address.
3. Eligibility and Accounts
You must be at least 18 years old and have authority to bind your organization to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly at security@ontio.ai of any unauthorized use.
4. Trial and Evaluation Access
Trial or evaluation access is provided "as-is," may be limited in functionality or duration, and may be modified or terminated at any time at our discretion. Sections 8 to 12 of these Terms apply in full to trial use. No service-level commitments apply to trial access unless separately agreed in writing.
5. Customer Data Ownership
As between Ontio and Customer, Customer owns and retains all right, title, and interest in and to Customer Data, including the contents of its knowledge graph. Ontio's platform is architected so that the knowledge graph is customer-owned infrastructure; Ontio receives only the limited license necessary to process Customer Data to provide the Services, as further described in our Privacy Policy and, where applicable, a DPA. Nothing in these Terms transfers ownership of Customer Data to Ontio.
6. Acceptable Use
You agree not to:
- Use the Services to violate any applicable law or third party's rights
- Attempt to reverse engineer, decompile, or extract the underlying models, ontology pipeline logic, or source code of the Services, except to the extent such restriction is prohibited by applicable law
- Interfere with or disrupt the integrity or performance of the Services or attempt unauthorized access to any system or data
- Use the Services to build a competing product
- Upload or ingest data you do not have the right to process, including sending it through any integrated third-party AI model provider in violation of that provider's terms
7. Intellectual Property
Ontio retains all right, title, and interest in the Services, including the platform, data ingestiona and processing pipeline, query primitives, and all underlying software, models, and documentation, excluding Customer Data. Any feedback you voluntarily provide about the Services may be used by Ontio without restriction or compensation to improve our products.
8. Third-Party AI Model Providers
The Services may route certain requests to third-party large language model providers, including Gemini, OpenAI and Anthropic, to perform functions such as natural-language query interpretation and reasoning steps. Your use of features that invoke these providers is also subject to that provider's applicable terms. Ontio is not responsible for the acts, omissions, availability, or output accuracy of third-party AI providers.
9. Confidentiality
Each party may disclose confidential information to the other in connection with the Services. The receiving party will use the disclosing party's confidential information only to exercise its rights and perform its obligations under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information of similar sensitivity, but no less than reasonable care.
10. Fees and Payment
Fees for any self-serve or trial-conversion subscriptions will be presented at the time of purchase and are governed by the payment terms shown at checkout or in the applicable order form. Enterprise pricing and payment terms are governed exclusively by the applicable MSA.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, Ontio DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Ontio DOES NOT WARRANT THAT OUTPUTS GENERATED BY THE PLATFORM, INCLUDING AI-GENERATED REASONING OR RECOMMENDATIONS, WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VALIDATING ANY OUTPUT BEFORE RELYING ON IT FOR A CONSEQUENTIAL BUSINESS DECISION.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Ontio WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICES. Ontio's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO Ontio FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100) IF YOU HAVE NOT PAID Ontio ANY FEES. This limitation does not apply where prohibited by law, and does not limit either party's liability for breach of confidentiality, indemnification obligations, or gross negligence/willful misconduct.
13. Indemnification
13.1 By Customer
You agree to indemnify, defend, and hold Ontio harmless from third-party claims arising out of your violation of these Terms, your Acceptable Use obligations under Section 6, or your unlawful use of the Services.
13.2 By Ontio
Ontio will indemnify, defend, and hold Customer harmless from third-party claims alleging that the Services, as provided by Ontio and used in accordance with these Terms, infringe that third party's valid patent, copyright, or trademark rights. This obligation does not extend to claims arising from: (a) Customer Data; (b) modifications to the Services not made by Ontio; or (c) use of the Services in combination with products, data, or services not provided by Ontio, where the claim would not have arisen but for that combination. If the Services become, or Ontio believes they are likely to become, subject to such a claim, Ontio may, at its option and expense: procure the right for Customer to continue using the Services; replace or modify the Services to avoid infringement without materially reducing functionality; or terminate the affected Services and refund any prepaid, unused fees for the terminated portion.
13.3 Procedure
The indemnified party will promptly notify the indemnifying party in writing of any claim, provide reasonable cooperation at the indemnifying party's expense, and grant the indemnifying party control of the defense and settlement of the claim, provided that no settlement imposing liability or an admission of fault on the indemnified party will be made without its prior written consent.
14. Term and Termination
These Terms remain in effect while you use the Services. We may suspend or terminate access for any material breach that remains uncured after notice, or immediately for security or legal reasons. Upon termination, your right to access the Services ends, but provisions that by their nature should survive (Sections 5, 7, 9, 11 to 13, 15) will survive.
15. Governing Law and Disputes
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute not subject to arbitration under an applicable MSA will be brought exclusively in the state or federal courts located in [Alameda County, California ], and the parties consent to personal jurisdiction there.
16. Changes to These Terms
We may update these Terms from time to time. Continued use of the Services after an update constitutes acceptance of the revised Terms. Material changes affecting active paid subscriptions will be communicated as required by the applicable MSA.
17. Miscellaneous
These Terms, together with any applicable MSA, DPA, and order forms, constitute the entire agreement between the parties regarding the subject matter herein. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is held unenforceable, the remaining provisions remain in effect.
18. Contact Us
Ontio Holdings, legal@ontio.ai