HomeOssa Terms of Service

Ossa Terms of Service

Effective Date: January 01, 2025

These Terms of Service (“Terms”) govern your access to and use of the Ossa platform, including website www.weareossa.com (“Website”), services, and tools (collectively, the “Services”). By using our Services, you agree to these Terms as applicable to you. If you do not agree, you may not use our Services.

PLEASE BE AWARE THAT THE OSSA TERMS OF SERVICE IS A LEGAL DOCUMENT THAT YOU ARE AGREEING TO BE BOUND BY AS A USER OF OUR SERVICES AND WHICH GOVERNS HOW CLAIMS THAT YOU AND WE MAY HAVE AGAINST EACH OTHER OR OTHER USERS ARE TO BE RESOLVED, AND, AS DESCRIBED BELOW, ARE LIMITED IN CERTAIN RESPECTS. SEE THE DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, AND LEGAL DISPUTES SECTIONS BELOW. SEE ALSO THE AGREEMENT TO ARBITRATE AND AGREEMENT REGARDING CLASS ACTION PARTICIPATION.

1. Description of Services

Ossa provides an open-market platform that enables our two categories of Users, Customers (as defined below) and Creators (as defined below) to engage with each other within a Workspace (as defined below) for advertising opportunities, including endorsement, creator-first advertising, and host-read ad campaigns. Our Services also include communications with you and technology and back-office solutions designed for our Customers who are networks, agencies, hosting companies, and other entities to manage Creators, monetize content, and facilitate advertising transactions, and for our Creators to use in connection with the foregoing.

2. Definitions

    • Customer: An individual or legal entity that enters into an Order Form Agreement (as defined below) with Ossa and manages Creators and creator ad campaigns, including podcast, YouTube, Instagram, or other types of video, audio, or endorsement content.  For clarity, a Customer includes any individual users associated with an entity Customer, including members of campaign operations, finance, sales, and management teams, and permitted by the Customer to use the Services on its behalf.
    • Workspace: A dedicated environment created by a Customer for their organization or entity to engage with Creators or other Customers.
    • Creator: An individual or legal entity invited to the Ossa platform by a Customer to participate in campaigns or contribute content and provided access to that Customer’s Workspace.  For clarity, a Creator includes any individual users associated with an individual or entity Creator and permitted by the Creator to use the Services on its behalf.
    • User(s): collectively Customers and Creators, and any other visitors of our Services. 
  • Order Form Agreement: An agreement entered into by a Customer and Ossa setting forth certain financial and other terms which, together with these Terms, govern the Customer’s use of the Services, which Order Form Agreement is incorporated into and a part of these Terms and binding on Ossa and the Customer entering into the Order Form Agreement.

3. Additional Terms for Customers

3.1 Ownership of Data

As between Ossa and a Customer, Ossa does not own any content, messages, communications, comments, business information or any other kind of data that you provide as a result of the creation of or use of any Workspace (“User Content”). All User Content remains the property of the involved Customer or Creator(s), as applicable.  You are responsible for the User Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide the User Content to Services. You grant Ossa a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable right to use, exercise, commercialize, and exploit the User Content, including the right to make changes, edits, modifications, translations, formatting, or delete your User Content.

3.2 Use of Data

Ossa will have access to and only use your information or data to operate and improve the Services and in accordance with our Privacy Policy [here] as outlined in Section 5.6.2 below. Subject to our Privacy Policy, we will not use your information or data for any other purposes without your explicit prior consent.

3.3 Workspace Responsibilities

As a Customer, you are responsible for the management and activities within your Workspace, including:

  • Entering into an Order Form agreement with Ossa, that sets forth the financial terms for your use of the Services, which includes inviting and managing Creators to use your Workspace.
  • Establishing any policies, rights to use Creator content, and procedures that Creators must agree to abide by to participate in your Workspace (referred to as “Workspace Rules”).
  • Ensuring that all Users of a Workspace comply with these Terms as applicable to them.

3.4 Payments

Customers are responsible for payment of fees associated with their use of the Services, as set forth in their separate Order Form Agreements with Ossa. A Customer’s failure to pay on time may result in suspension or termination of Customer’s access to the Services.

4. Additional Terms for Creators

4.1 Acceptance of Terms

Creators invited to a Workspace accept these Terms as applicable to Creators, and by accessing the Services the Creator thereby agrees to comply with these Terms, including Privacy Policy, and any applicable Workspace Rules.

4.2 Ownership of Content

 As between Ossa and a Creator, the Creator retains ownership of any content or data you create and/or provide in connection with your use of the Services (“User Content”). By using the Services, however, Creator grants Ossa and the Customer and any applicable advertisers a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable right to use, exercise, commercialize, and exploit the User Content, including the right to make changes, edits, modifications, translations, formatting, or delete your User Content as necessary to operate the Services and fulfill campaign requirements, and for Ossa to use to maintain and improve the Services. We will not use your information or data for any other purposes without your explicit prior consent.   You are responsible for the User Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide the User Content to Services. 

4.3 Confidentiality

Creators agree to maintain the confidentiality of all information found in a Customer’s Workspace, including campaign details, advertiser agreements, and Workspace Rules unless explicitly permitted by the Customer to disclose such information.

4.4 Access to Data

By using the Services, you grant Ossa the right to access and process your data, including but not limited to information about you, your show, audience metrics, and campaign details, subject to our Privacy Policy [here] as outlined in Section 5.6.2 below. This access is necessary to facilitate the functionality of the platform and operation of the Workspace.  

4.5 Payments and Platform Fees

All payments to Creators are facilitated through the Ossa platform, but Ossa does not guarantee payment or control any third-party providers.  Payments made to you through the Ossa platform are processed through third-party systems of our choice, such as Stripe (www.stripe.com), and are subject to their terms and conditions (for example, for Stripe, see https://stripe.com/legal/ssa) and subject to applicable platform fees.  Details of the applicable processing fees are provided during onboarding in preparation for use of our Services or upon request.  Although the Services might be accessible worldwide, use of Services is currently intended to be limited to transactions occurring in the United States of America (“U.S.”) and all transactions are to be completed in U.S. dollars.  If you choose to use the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

4.6 Technology Provider Role

Ossa operates solely as a technology provider to facilitate connections and transactions. We do not guarantee or ensure payment or performance under any agreement you enter into with a Customer regarding participation in a Workspace or advertisers.

4.7 No Commercial Responsibility

Your participation in campaigns or other commercial activities through the Services is solely between you and the Customer who invited you to join a Workspace. Ossa is not a party to any transaction conducted through the Workspace and bears no responsibility for any business transactions, advertising agreements, payments, or earnings in which you may engage through the Workspace. 

4.8 No Liability

Ossa is not liable to you for any lost business opportunities, earnings, or disputes arising between you and the Customer who invited you to join a Workspace or any advertiser or other third party who may be involved in any business transaction in which you may engage in connection with your use of the Services.

4.9. Termination

4.9.1 Termination by Ossa

Ossa reserves the right to suspend or terminate your access to the Services at any time, without notice, for violations of these Terms or any applicable laws or other reasons, which includes but is not limited to (a) requests by law enforcement or other government agencies, (b) discontinuance or material modification of the Services or any service offered on or through the Services, or (d) unexpected technical issues or problems.  

4.9.2 Termination by You

You may terminate your use of the Services at any time by providing written notice to Ossa. Termination does not absolve you from any fees owed or obligations under existing campaign agreements.

5. General Provisions for Customers and Creators

5.1 Prohibited Activities

 You may not:

  • Use the Services for any illegal or unauthorized purposes.
  • Misrepresent audience metrics or other campaign-related data.
  • Upload or distribute content that infringes on another’s Intellectual Property Rights (as defined below), violates privacy or any other rights of Ossa or any third parties.
  • Attempt to reverse engineer, decompile, or extract the source code or other components of the Services or replicate the Services to compete with Ossa, including use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express written permission of Ossa.
  • Alter, modify, or otherwise interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure or any other User’s infrastructure, disable the operation of our Services by any means;
  • Use any names, logos, graphics or trademarks in any manner, including without limitation through framing techniques, meta tags, or “hidden text”, without Ossa’s express written consent; 
  • Remove, alter, or obscure any trademarks, copyright, or any intellectual property or proprietary rights notices from the Services, including any copy or derivative work thereof;
  • Disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms (“PCMs”), or any other malicious or invasive code or program or uploading or transmitting any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices;
  • Modify another website so as to falsely imply that it is associated with Ossa.
  • Export or re-export any application or tool provided by Ossa, except in compliance with the export control laws of the United States of America and any other relevant jurisdiction and in accordance with the posted rules and regulations.
  • Infringe any Intellectual Property Rights that belong to or are licensed to Ossa. The term “Intellectual Property Rights” means and includes any copyright, trademark, patent, trade secret, idea, publicity, moral rights (including attribution and integrity), design, database, and/or other right of exclusion. For example, but not by way of limitation, conduct that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Ossa or someone such as our third party suppliers and/or vendors who administer our Services who has licensed Ossa to use such Intellectual Property Rights.
  • Infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or provide information or post content that does not belong to you or that you do not have the permission and right to provide or post.
  • Commercialize any Ossa application or any information or software associated with such application, except with the prior express permission of Ossa.
  • Use any content available on Ossa’s Services, including other User Content, to advertise products or services manufactured or distributed by others, except with the prior express permission of Ossa or owner of the content;
  • Post or transmit to us or any our Users materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic, “spam” or otherwise objectionable, and/or (d) contact us using a false email address or otherwise attempt to mislead us as to the origin of any communication; 
  • Harvest or otherwise collect information about Users without their consent.
  • Circumvent, avoid or defeat any technical measures, controls or limits we use to provide the Services.
  • Copy the look and feel of our Services or access, download, copy, modify, distribute, perform, or use any Services to create a similar or competitive service or to contribute User Content to an existing similar or competitive service;
  • transfer your rights to use our Services or to view, access, or use our Services in any ways other than allowed by these Terms;
  • use our Services and any of its content, including User Content, in connection with any machine learning and/or artificial intelligence datasets (e.g., training any machine learning and/or artificial intelligence models), or for technologies designed or intended for the identification of natural persons; 
  • Attempt to do, or encourage, assist or permit others to engage in any of the Prohibited Activities.

Engaging in any of the Prohibited Activities may constitute violation of Ossa’s rights.  Ossa may bring legal action against such conduct, including but not limited to, seeking injunctions to stop the use or distribution of Ossa’s property and, if necessary, monetary damages (including court costs).

In the event that you engage in any of the Prohibited Actions, you acknowledge that the monetary damages which Ossa will sustain may be difficult to ascertain. You therefore agree that in the event you engage in any of the Prohibited Actions that you will be liable to Ossa for liquidated damages in the amount of $25,000.00 per Prohibited Action.  You hereby acknowledge that said damages are reasonable, do not constitute a penalty, and further agree that you will not contest the reasonableness of said liquidated damages in any such action commenced by either party with respect to these Terms. You acknowledge and agree that your breach of these Terms would result in irreparable harm to Ossa, and Ossa will be entitled to seek injunctive relief to enforce the provisions of these Terms without the posting of a bond, as well as a claim for monetary damages.

5.2 Termination

Ossa reserves the right to suspend or terminate your access to the Services at any time, without notice, for violation of these Terms or any applicable laws or other reasons, which includes but is not limited to (a) requests by law enforcement or other government agencies, (b) discontinuance or material modification of the Services or any service offered on or through the Services, or (d) unexpected technical issues or problems.  

5.3 Intellectual Property Rights

5.3.1. Use of our Services 

Except where expressly stated otherwise, the Services, including the software and interface of the Website and mobile application, are protected by applicable intellectual property law, including copyrights, trademarks, patents, trade secrets, designs, logos, URLs, domain names, text, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, program code or software, or other proprietary rights and laws.

You agree and acknowledge that the Services and all their content, except User Content, is owned by Ossa and/or its licensors, and that your use of the Services does not grant you any rights, including ownership or use outside of the Services. 

Solely as permitted by these Terms, Ossa grants to you a limited, revocable, conditional, no-cost, non-exclusive, non-transferable, non-sub-licensable license to view or interact with the Services and its content. This license granted to you is expressly conditioned on your preexisting agreement to comply with, and your actual compliance with, each of the provisions these Terms, and exists only so long as you strictly agree and comply with the terms and conditions in these Terms.  Such terms and conditions include, but are not limited to, your agreement to refrain from engaging in any of the Prohibited Actions, as defined herein.  

5.3.2. Digital Millennium Copyright Act Enforcement (DMCA)

 

If you believe any materials accessible on or from the Services infringe your copyright, please send notice to the address indicated in the Section “Contact Information” (attention of Copyright Agent / Copyright Notice).  We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.  Written claims concerning copyright infringement must include the following information:

 

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the allegedly infringing material is located on our site so we can find it;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

5.4 Changes to Terms 

Ossa may update these Terms from time to time, including our use of third party vendors to provide our Services. We will notify you of significant changes and provide an opportunity to review them before they take effect.  You agree that your subsequent use of our Services, other than to read the updated Terms, constitutes your agreement to the modified terms and conditions of the Terms as it then exists without further action by you.

5.5 Limitation of Liability

5.5.1 No Warranties

You agree that we have no special relationship with or fiduciary duty to you, and your use of our Services are at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis.  Thus, and to the extent permitted by applicable law, Ossa makes no representations, warranties or guarantees about the Services, including regarding accuracy of any information provided by a User, uptime of the Services, accuracy of metrics provided by any User, or the success of campaigns, and exclude all express or implied warranties, terms and conditions about our Services, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, workmanlike effort, title, quiet enjoyment, by any course of conduct or usage of trade, no liens and no encumbrances, suitability to meet your needs, requirements or purposes, and non-infringement of Intellectual Property Rights. No oral or written information made available by or on behalf of us shall create any warranty.

Ossa disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the services. You assume total responsibility for your use of the services. Ossa does not control, endorse or take responsibility for any User Content or third-party content available on or linked to by the services. Ossa cannot and does not represent or warrant that the services are free of viruses or other harmful components. Unless otherwise expressly provided in the agreement between you and ossa, your sole remedy against Ossa for dissatisfaction with the site or any content is to stop using the services or any such content. This limitation of relief is a part of the bargain between the parties.

 

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

5.5.2 Indemnification

You agree to indemnify and hold harmless and defend Ossa (including our officers, directors, employees, shareholders, contractors, vendors, and agents) from and against any claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable fees of attorneys or other advisors, arising from or related to your use of the Services or breach of these Terms, including disputes with Creators, Customers, advertisers or others. We also reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

5.5.3 Limitation and Disclaimer of Liability

To the maximum extent permitted by law, Ossa is not liable and you agree not to hold us responsible, for any damages or losses (including but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses, or any special, direct, indirect, incidental, consequential or punitive damages, including but not limited to lost business or earnings) arising out of or resulting directly or indirectly from, whether based in tort, contract, negligence, strict liability or otherwise, (i) your use of or inability to use our Services; (ii) any failure to perform our obligations under these Terms where performance of that obligation would have put us in violation of applicable law, or (iii) any transaction or relationship between you and any third-party, including Creators and Customers, even if User has been advised of the possibility of such damages. Ossa shall not be liable for delay or failure in performance resulting from causes beyond our reasonable control.

Notwithstanding anything to the contrary in this Terms, Ossa’s  aggregate liability to the you, any affiliate, or any third party arising out of these Terms or any claim in any way connected to the services, shall in no event exceed the total amount you have paid for the Services pursuant to the terms within the twelve (12) month period before the date the claim arose even if zero, or one hundred USD ($100.00) if no such payments have been made, whichever is less. These disclaimers apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, whether those damages are foreseeable, and whether a party has been advised as to the possibility of those damages. The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these Terms between the parties and potential liability given the services’ charges, which would be substantially higher if we were to assume further liability other than as set forth herein. This disclaimer will not apply to the extent prohibited by law.

The limitations and disclaimers in these Terms do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Because some states or jurisdictions do not allow the exclusion of or the limitation of liability for consequential or incidental damages, in such states or jurisdictions Ossa’s liability shall be limited to the extent permitted by law. This provision shall have no effect on Ossa’s choice of law provision set forth below.

5.6 General

5.6.1 Age

You represent that you are eighteen (18) years or older to enter into these Terms and use our Services, or, if you are not, that you are at least thirteen (13) years or older and have obtained parental or legal guardian consent to enter into these Terms and use our Services. If you are under the age of thirteen (13), then you cannot use our Services. 

5.6.2 Privacy

To the extent that any information you provide qualifies as personal identifiable information, its use will be governed in accordance with Ossa’s Privacy Policy which is found at https://weareossa.com/privacy-policy/], as such may be amended by us from time to time, and incorporated by reference into these Terms. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

  • Data Protection, Security and Passwords 

Certain features or services offered on or through the Services may require you to open an account (including setting up a login and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Ossa immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Ossa or any other User of or visitor to the Services due to someone else using your account or password as a result of your failing to keep your account information secure and confidential. Ossa cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

 

Ossa will use commercially reasonable efforts to implement and maintain technical and organizational controls in accordance with applicable industry standards, designed to prevent unauthorized access, use, alteration, or disclosure of your personal information, including login and password information. In particular, Ossa (i) uses information security best practices for transmitting and storing content, adhering to industry standards; (ii) employs information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, authentication protocols, and vulnerability and patch management; (iii) ensures its host facilities maintain industry standards for security and privacy. 

 

If Ossa reasonably believes that there was an unauthorized access to, disclosure of, use of, or damages to your User Content or (“Security Breach”), Ossa will use commercially reasonable efforts to (i) report to the impacted Users the relevant details of the Security Breach (except those which could prejudice the security of data uploaded by other Users); (ii) investigate, prevent, and, if necessary, cooperate with the Users in investigating and preventing the recurrence of the Security Breach; (iii) use reasonable efforts to mitigate any harmful effect of the Security Breach. 

 

You acknowledge the risk that information stored and transmitted electronically through the Services may be intercepted by third parties. You agree to accept that risk and will not hold Ossa liable for any loss, damage, or injury resulting from the interception of information.

5.6.4 Links

The Services may contain or otherwise include links to other websites or online services that are operated and maintained by others and that are not under our control and/or not otherwise affiliated with us. In addition, information you provide may include links to your websites or websites associated with you. Such links, whether your link or the link of another, do not constitute an endorsement by us of those other websites or online services, the content displayed therein, or the persons or businesses associated therewith. These Terms do not apply to such other websites and online services, and such websites and online services are not part of the Services. We encourage you to review the terms of use and privacy policy of these other websites or services.

5.6.5 Contributions

By using our Services and providing your feedback, you indicate your agreement that Ossa may use your suggestions for any purpose without liability or compensation to you.

5.6.6 Release

 

If you have a dispute with another User, you release us (and our affiliates, officers, directors, employees, shareholders, contractors and agents) from any and all claims, demands and damages (actual and consequential and punitive) of every kind and nature, known and unknown, arising out of, relating to or in any way connected to with such disputes. 

 

IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

5.6.7 Legal Disputes

THIS SECTION 5.6.7 IS IMPORTANT AND SHOULD BE READ CAREFULLY. IT CONTROLS AND AFFECTS YOUR RIGHTS AND IMPACTS HOW ANY CLAIMS BETWEEN YOU AND OSSA AND AGAINST EACH OTHER ARE TO BE RESOLVED.

As used in this Section 5.6.7, the term “Claim” means and includes any claim or dispute, whether legal or equitable in nature, that has arisen, or may arise, between you and Ossa (or a third party contractor, vendor or agent of Ossa) that relates in any way to or arises out of our Terms, your use of the Services, the actions of Ossa or its contractors, vendors or agents, involving, arising from, or relating to the use of the Services.  You and Ossa agree that any Claim will be resolved in accordance with the provisions set forth in this Section 5.6.7.


  •  Applicable Law

You agree that the laws of the State of New York, without regard to principles of conflicts of law, will govern our Terms and any Claim. By using the Services, you agree to waive any Claim that may arise under the laws of other states, countries, territories or jurisdictions.

  

  • Agreement to Arbitrate

You and Ossa agree that any Claim shall be resolved exclusively through final, binding, and individual arbitration, rather than in court. In this regard, the Federal Arbitration Act, not state law, governs the interpretation and enforcement of this Section 5.6.7 (“Agreement to Arbitrate”).

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND OSSA AGREE THAT EACH OF US MAY BRING ONE OR MORE CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND OSSA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIM(S), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OR BENEFIT OTHER USERS. 

If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in court, subject to your and Ossa’s right to appeal the court’s decision. All other Claims will be arbitrated.

  1. Arbitration Procedures and Rules

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should interpret and construe the Terms of Service as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of Section 5.6.7.B, including the interpretation of Section 5.6.7.B.i (Prohibition of Class and Representative Actions and Non-Individualized Relief), and Section 5.6.7.C (Injunctive relief), shall be for a court of competent jurisdiction to decide.

 The arbitration will be confidential, binding, and final, and conducted by the American Arbitration Association (“AAA”) under its rules and procedures then in effect, including the AAA Consumer Arbitration Rules (as applicable), as modified by this Section 5.6.7.B. The AAA’s rules are available at www.adr.org (the “AAA website”) or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

 A party who intends to seek arbitration must first send to the other party, by certified mail, a completed form Notice of Dispute (“NOD”). You may download a form NOD from the AAA website. The NOD to Ossa should be sent to Ossa, Attn: Ossa Notice of Dispute, Ossa Collective, Inc., 24 Railroad Avenue, PMB 125, Tenafly, NJ 07670. Ossa will send any NOD to you to the physical address we have on file associated with you as a User of our Services; it is your responsibility to keep your physical address up to date. All information called for in the NOD must be provided, including a description of the nature and basis of the Claim(s) being asserted and the relief sought.

Sending a NOD triggers a settlement period in which you and Ossa agree in good faith to try to resolve the Claim(s) of the NOD. This settlement period shall initially be thirty (30) days from the postmark date of the NOD, and may be extended by mutual agreement. If you and Ossa are unable to resolve the Claim(s) before the end of the settlement period, then you or Ossa may initiate arbitration proceedings by filing the required form for initiating arbitration proceedings (“FIAP”), which is available on the AAA website, with the AAA in accordance with its rules and procedures. In addition, the party initiating the arbitration must mail a copy of the completed FIAP to the opposing party.

Any settlement offer or counteroffer made by you or Ossa shall not be disclosed to the arbitrator.

If initiated by you, the arbitration hearing shall be held in the city and county of New York, New York, and if initiated by Ossa, the arbitration hearing shall be held in the county in the U.S. in which you reside and if there is no such county then in the city and county of New York, New York, and in either case alternatively at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Ossa may elect to have the arbitration proceedings, including the hearing, conducted by telephone or based solely on written submissions, which election shall be binding on you and Ossa subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Ossa may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all Claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, and shall be bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

iii. Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in Section 5.6.7.B or as agreed to by the parties.

  1. Severability

With the exception of any of the provisions in Section 5.6.7.B.i , if an arbitrator or court decides that any part of this Section 5.6.7.B is invalid or unenforceable, the other parts of Section 5.6.7.B shall still apply.

  1. Future Amendments to Section 5.6.7.B

Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to Section 5.6.7.B (other than an amendment to any notice address) in the future, that amendment shall not apply to any Claim that was filed in a legal proceeding against Ossa prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by the Section 5.6.7.B that have arisen or may arise between you and Ossa. We will provide you with notice amendments to this Section 5.6.7.B. If you do not agree to these amended terms, you may cease use of our Services, and you will not be bound by the amended terms.

  •  Judicial Forum for Legal Disputes and Injunctive Relief

Unless you and we agree otherwise, in the event that Section 5.6.7.B above is found not to apply to you or to a particular Claim, either as a result of a mutual agreement of the parties or a decision by the arbitrator or a court order, you agree that any such Claim must be resolved exclusively by a state or federal court located in New York County, New York. You and Ossa agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such Claims, and waive any objection to the jurisdiction of, and to venue in, such court.

You and we also agree that the provisions of Section 5.6.7.B will not apply to any legal action taken by a party to seek an injunction or other equitable relief, whether temporary, preliminary, or permanent in nature, in connection with any Claim that is subject to arbitration, in the aforementioned courts located within New York County, New York.

  •  Timing

You agree that regardless of any statute or law to the contrary, any Claim must be filed and a proceeding initiated within one (1) year after such Claim arose or be forever barred.

  • Service of Process 

 You agree to accept service of process and related notices via email that you provide to Ossa, unless Ossa chooses, at our sole discretion, to provide notice through other means.

5.6.8 Assignability

In our sole discretion, we may assign or transfer these Terms, and in such event, we will provide you with notice as permitted herein. You may not assign or transfer these Terms, and you may not delegate your duties hereunder to another, without first obtaining our prior written consent..

5.6.9 Headings

Headings of Sections are for reference purposes only and do not limit the scope or extent of such Section.

5.6.10 Waiver

In the event that an issue arises with respect to your use of Services, we may consider your performance history and prior use of Services and the particular circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for Users. Notwithstanding the foregoing, our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms. 

5.6.11 Modification

 

Except as otherwise provided in these Terms, if a court or arbitrator determines that the scope and/or operation of any provision of the Terms is too broad to be enforced as written, we and you intend and agree that the court or arbitrator should reform such provision to such narrower scope and/or operation as it determines to be enforceable. If, however, such provision is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) the Terms shall be construed and enforced as if such provision was never a part of this agreement, and (iii) the remaining provisions of the Terms shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision.

 

5.6.12 Confidentiality

Ossa aspires to be a destination marketplace for Customers and Creators who respect our core values of awareness, empowerment and respect, and our goals of inclusion, transparency and equal access. Nevertheless, we are a business and to remain viable and continue to provide our Services and reach our aspirations, preserve our value proposition for our shareholders and investors, and protect your and our mutual interests, we will need to undertake some of our activities, communications, and Services under obligations of confidentiality with respect to certain information of us, you and other Users.

For example, certain of our Services may involve monitoring, collecting and compiling, and analyzing your user experience over time, as well as the experience of other Users, and generating various analytics that Ossa considers to be its proprietary and valuable work product and that will be used to evaluate, improve and enhance our Services. Ossa may in its discretion want to share some of its work product with you or other Users under an obligation of confidentiality to enhance your (and their) user experience and improve our Services and its use by our Users. You likewise may have proprietary information that you are willing to provide to Ossa for our use and/or share with other Users under an agreement of confidentiality.

As used herein “Confidential Information” shall mean and include, without limitation, information relating to discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, data analytics and data compilations whether or not anonymized, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, any and all derivatives, improvements and enhancements to any of the above, and other proprietary information of a similar nature. Confidential Information shall not include any information which (a) at the time of disclosure, is in the public domain through no fault of the receiving party; (b) the receiving party can show was in its possession at the time of disclosure or was independently derived or developed by the receiving party, and was not acquired, directly or indirectly, from the disclosing party or another person under an obligation of confidentiality to the disclosing party; or (c) was received by the receiving party from a third party having the legal right to transmit the same.

You and we acknowledge and agree that in connection with your use of the Services, each of us may choose to disclose to the other material designated “Confidential Information” and that such Confidential Information shall (a) be maintained by the receiving party in confidence using such care and protections that the receiving party applies to its similar confidential information and in any event no less than reasonable care and protections; (b) not be disclosed to any third party without the disclosing party’s prior written permission except as set forth in these Terms; and (c) not be used for any purpose other than as permitted by these Terms. The receiving party shall (d) use its best efforts to limit access to Confidential Information to those persons the disclosing party authorizes in advance and who have a need to know; and (e) return to the disclosing party all tangible documents and objects and copies thereof, and destroy all recorded media, containing Confidential Information, upon request by the disclosing party. Upon termination of your use of the Services, you shall destroy and not duplicate or retain copies, summaries or extracts of any Confidential Information received from Ossa without prior written approval from Ossa.

In addition, you agree not to disclose any Confidential Information that belongs to anyone other than you that you do not have the right to use, and to maintain confidential and not use any Confidential Information disclosed to you no less than twenty-four (24) months following the termination of your use of the Services.  To the extent that you receive any Confidential Information that is identified by the disclosing party as a trade secret, you agree to maintain such trade secret information confidential for so long as it remains a protectable trade secret.

Notwithstanding the provisions of this Section 5.6.12, you shall not be deemed in violation of this Section 5.6.12 for disclosing Confidential Information pursuant to a subpoena or court order or arbitrator demand, provided that if permitted by law you provide us with reasonable prior notice of such disclosure pursuant to subpoena, order or demand so that we or an interested third party may challenge such subpoena, order or demand, or as permitted by applicable law provided that your obligations under the applicable law are satisfied.

In addition, you agree that we may use your Confidential Information for our business purposes, and further that we may disclose it to other Users who agree to the obligation of confidentiality, and subject to our Privacy Policy.

5.6.13.  Privacy of Others and Marketing

If Ossa provides you with information about another User, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, swap or distribute another User’s information to a third party for purposes unrelated to the Services. In addition, you may not use information for marketing or promotion purposes, via electronic or other means, unless you first obtain the express consent of the specific User to do so. 

 

5.6.14. Modification of Services 

 

We reserve the right to refuse to provide the Services to anyone and to modify or terminate all or any part of our Services to anyone and for any reason at any time in our sole and absolute discretion, without advance notice, and may, but have no obligation to, remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s Intellectual Property Rights or these Terms. Continued use of the Services following any modifications constitutes your acceptance of the modification.

 

5.6.15 Miscellaneous

 

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any force majeure cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

 

No agency, partnership, joint venture, franchisor-franchisee or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect, except as expressly set forth in these Terms. The Terms noticed through our Services set forth the entire understanding and agreement between you and Ossa, and supersede all prior understandings and agreements of the parties. 

 

You acknowledge and agree that the Services may use third-party vendors and hosting partners to provide necessary hardware, software, payment processing and related technologies and services required to run the Services.

 

Ossa may provide the ability to integrate the Services with third-party products and services that you may use at your own option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. You agree that Ossa has no liability arising from your use of any integrations or arising from the third-party products and services. Ossa can modify or cancel the integrations at any time without notice.

 

If any provisions or terms of these Terms are held to be invalid or declared such under any law, regulation or following a final decision of a competent jurisdiction, such provision shall nonetheless be enforced to the fullest extent permitted and the other provisions shall remain in full force and scope.

 

The following Sections survive any termination of these Terms: Sections 5.1 (Prohibited Activities); 5.3 (Intellectual Property Rights); 5.5 (Limitation of Liability); 5.6.3 (Privacy); 5.6.4 (Data Protection, Security and Passwords); 5.6.5 (Contributions); 5.6.6 (Release); 5.6.7 (Legal Disputes), 5.6.10 (Waiver); 5.6.11 (Modification); 5.6.12 (Confidentiality); 5.6.13.  (Privacy of Others and Marketing); 5.6.15 (Miscellaneous). 

 

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

 

Ossa reserves all rights not expressly granted in and to the Services and any and all content, information, materials, computer code, and software used in connection with the Services that is not provided by a User. The name “Ossa” and other Ossa trademarks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Ossa. They may not be used by you or another without the express written permission of, and only as permitted by, Ossa.

6. Contact Information

For questions about these Terms, please contact Ossa at:

Email: support@weareossa.com

Address: Ossa Collective, Inc., 24 W. Railroad Ave. #125, Tenafly, NJ 07670

By using the Ossa platform, you confirm that you have read, understood, and agreed to these Terms of Service.

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