These Terms of Service ("Terms") govern your access to and use of the website at theontra.com and the introduction and sourcing-matchmaking services (collectively, the "Services") provided by The Ontra LLC, a California limited liability company ("Ontra," "we," "us," or "our"). By accessing the Services, submitting an intake form, or otherwise engaging with Ontra, you agree to these Terms. If you do not agree, do not use the Services.
Ontra is a curated, human-operated business-to-business sourcing and introduction service. We connect commercial buyers (for example, confectionery and food manufacturers) with vetted commercial suppliers (for example, natural-color and ingredient suppliers). Ontra evaluates needs, curates potential counterparties, and facilitates introductions and, where applicable, the administration of resulting transactions.
Ontra is not a marketplace, broker-dealer, bank, money transmitter, escrow agent, law firm, or food-safety, regulatory, or formulation consultant. We do not manufacture, sell, test, or take title to any goods, and we do not provide legal, regulatory, scientific, or investment advice.
You must be at least 18 years old and accessing the Services on behalf of a business. By using the Services you represent that you are authorized to bind that business to these Terms, that the information you provide is accurate and complete, and that you will keep it current. The Services are intended for users in the United States.
Ontra introduces and may help administer dealings between Buyers and Suppliers, but Ontra is not a party to any Transaction. Any contract for the purchase, supply, quality, quantity, price, delivery, or performance of goods is solely between the Buyer and the Supplier. Ontra makes no representation or warranty regarding any counterparty, any goods, or any Transaction, and is not responsible for the acts, omissions, products, solvency, or performance of any Buyer or Supplier.
Use of the Services by Buyers is free. Ontra does not charge Buyers a fee, subscription, or commission for introductions made through the Services. Buyers are responsible for evaluating any Supplier and any goods, for negotiating their own Transaction terms, and for their own due diligence.
Suppliers pay Ontra a success-based commission, owed only when a Transaction closes between the Supplier and a Buyer introduced by Ontra. As of the effective date, indicative commission tiers are:
These tiers are indicative and subject to change. Ontra may modify its commission rates and structure at any time on prospective notice. The commission applicable to any given Supplier and Transaction is the rate set out in that Supplier's then-current Commission Agreement, which controls in the event of any conflict with these Terms. No commission is owed by a Supplier until that Supplier has signed a Commission Agreement, and Ontra does not disclose Buyer identities to a Supplier until a Commission Agreement is in place.
The value of the Services is the Introduction. Accordingly, a Supplier agrees that it will not, directly or indirectly, attempt to avoid, circumvent, or reduce a commission owed to Ontra in connection with a Buyer introduced by Ontra — including by transacting outside the Services, routing a Transaction through an affiliate or third party, mischaracterizing order value, or delaying a Transaction to evade a commission.
A commission is owed on any Transaction between a Supplier and an Ontra-introduced Buyer (and the Buyer's affiliates) that closes during the engagement and for a tail period of twelve (12) months after the Introduction, covering the matched products and reasonably related products. The full non-circumvention terms, including how each commission is invoiced once a purchase order is confirmed and any open issues are resolved, are set out in the Commission Agreement.
Ontra does not guarantee that any Introduction will occur, that any Buyer or Supplier will be available or suitable, that any Transaction will close, or that any particular price, timeline, sample, shade match, or result will be achieved. Statements about expected timing or fit are estimates, not commitments.
Where the parties elect to use escrow, Transactions may be settled through a third-party licensed escrow provider (currently Escrow.com). Funds are held and released by that provider under its own terms and licenses; Ontra does not hold, custody, or control Buyer or Supplier funds and acts neither as escrow agent nor money transmitter. Your use of any escrow or payment provider is governed by that provider's terms, and Ontra is not responsible for the acts or omissions of any such provider. Ontra's commission is invoiced to and payable by the Supplier and is separate from the Transaction price.
Ontra applies a screening standard ("TCI" — Trust, Cost, Information) to Suppliers it lists or matches. Screening is a good-faith, limited review based on information provided by the Supplier and reasonably available sources. "Verified," "vetted," or similar designations do not constitute a warranty, endorsement, or guarantee of a Supplier's quality, legality, certifications, financial condition, or performance. Each party remains responsible for its own due diligence.
Each Buyer and Supplier is solely responsible for compliance with all applicable laws and regulations, including U.S. Food and Drug Administration requirements, state laws (including California), food-safety, labeling, certification (e.g., kosher, halal, organic, vegan), and import/export rules. Ontra does not provide regulatory, legal, food-safety, or formulation advice, and any informational content about colorants, reformulation, deadlines, or costs is general information only and not advice you should rely on without independent verification.
You agree not to: provide false, misleading, or unauthorized information; use the Services to send spam or to harvest data; infringe others' rights; interfere with or attempt to gain unauthorized access to the Services; reverse-engineer or scrape the Services; or use the Services for any unlawful purpose. We may suspend or terminate access for any violation.
The Services, including all text, design, graphics, logos, and the "Ontra" name and marks, are owned by Ontra or its licensors and are protected by intellectual-property laws. You receive no license except a limited, revocable right to use the Services as intended. You may not copy, modify, distribute, or create derivative works without our written permission.
The Services rely on third-party tools (for example, form/intake and workspace tools and the escrow provider) and may link to third-party sites. Ontra does not control and is not responsible for third-party services or their terms, privacy practices, or content.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ONTRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY INTRODUCTION OR TRANSACTION WILL MEET YOUR EXPECTATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONTRA AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICES, ANY INTRODUCTION, OR ANY TRANSACTION, EVEN IF ADVISED OF THE POSSIBILITY. ONTRA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS ACTUALLY PAID BY YOU TO ONTRA IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
You will defend, indemnify, and hold harmless Ontra and its officers, members, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your use of the Services; any Transaction or dealing you enter into; your breach of these Terms; your violation of any law or third-party right; or any goods you buy, sell, or supply.
You may receive non-public information through the Services (including counterparty identities and Ontra's methods). You agree to keep such information confidential, to use it only to evaluate and conduct a bona fide Transaction through the Services, and not to disclose or exploit it to circumvent Ontra or for any other purpose.
These Terms apply while you use the Services. We may suspend or terminate your access at any time, with or without cause. Sections that by their nature should survive — including Sections 4, 6–11 and 15–20 — survive termination. Termination does not relieve a Supplier of commissions or non-circumvention obligations already accrued or arising during any applicable tail period.
Please read this section carefully — it affects your legal rights.
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Except for claims for injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its applicable commercial rules, before a single arbitrator, seated in Santa Clara County, California. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver: disputes will be conducted only on an individual basis and not as a class, collective, or representative action, to the extent permitted by law. If this waiver is found unenforceable, the arbitration provision will be void as to the affected claims, which will proceed in the state or federal courts located in Santa Clara County, California, to whose jurisdiction and venue you consent.
We may update these Terms from time to time. Material changes will be indicated by updating the "Last updated" date and, where appropriate, by additional notice. Your continued use of the Services after changes take effect constitutes acceptance.
These Terms (together with any applicable Commission Agreement and our Privacy Policy) are the entire agreement between you and Ontra regarding the Services. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to Ontra may be sent to the contact below.
The Ontra LLC
California, USA
Email: support@theontra.com