Welcome to the OPENDATE Product (defined below), operated by OPENDATE, Inc. (referred to herein as “OPENDATE” or “We,” “Us,” or other forms thereof). The OPENDATE Product includes access to data, reports, information, and other content and applications on our website, software, and technology to help users (referred to herein as “You, “Your,” and other forms thereof) conduct transactions with OPENDATE. Your use of the OPENDATE Product is subject to the terms and conditions set forth in the agreement between Your company and OPENDATE (the “Agreement”). By accessing the OPENDATE Product, You agree to adhere to those terms. In addition to those terms, OPENDATE sets forth the following terms pertaining to your appropriate use of the OPENDATE Product (the “User Terms”). To the extent the User Terms conflict with the Agreement, the terms of the Agreement shall control.
THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND OPENDATE.
PLEASE READ THE USER TERMS CAREFULLY BEFORE USING THE OPENDATE PRODUCT (DEFINED BELOW). THE USER TERMS INCLUDE INFORMATION ABOUT OPENDATE’S RIGHT TO COLLECT, ANALYZE, AND DERIVE DATA AND OTHER INFORMATION RELATING TO THE PROVISION, USE, AND PERFORMANCE OF VARIOUS ASPECTS OF THE OPENDATE PRODUCT AND RELATED SYSTEMS AND TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, PERSONAL INFORMATION AND DATA DERIVED THEREFROM). IF YOU ARE NOT WILLING TO BE BOUND BY ALL OF THE USER TERMS, DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE OPENDATE PRODUCT.
“OPENDATE Product” means the: (i) the mobile app provided by OPENDATE; and (ii) the OPENDATE site at www.OPENDATE.io, including all websites, devices, applications, or services that We operate or offer that link to these User Terms.
“Benchmark Data” means statistical, system, usage, and configuration data regarding Your compliance with the Agreement and Your usage of the OPENDATE Product that: (i) does not specifically identify You or Your customers; and (ii) does not consist of any of Your Personal Information, provided, however, that You shall not consider statistical, aggregate data part of Your Personal Information.
“Personal Information” means any information relating to an identified or identifiable natural person who is the subject of the information. This information may include, but is not limited to, Your first and last name, email address, telephone number, address, IP address, and any other personal or preference information that You provide to us.
“User Content” means any records, data, information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, inputted, provided, transmitted, or accessible via the OPENDATE Product. User Content shall also include Benchmark Data as defined in this Definitions section.
You represent and warrant that You: (a) are not under the age of 18; (b) have not previously been suspended or removed from the OPENDATE Product; (c) are not a direct competitor of OPENDATE; (d) have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which You are a party; and (e) understand that the use of the OPENDATE Product is at your own risk. The OPENDATE Product is not intended for and may not be appropriate or functional for use outside the United States of America. Users located outside the United States use the OPENDATE Product understanding this limitation.
If You use a mobile device or OPENDATE Product-provided mobile application to access User Content, data, reports, information, and other content and applications, the following additional terms (“Mobile Terms”) also apply:
A) You agree that You are solely responsible for all message and data charges that apply to use of Your mobile device to access the OPENDATE Product. All such charges are billed by and payable to Your mobile service provider. Please contact Your participating mobile service provider for pricing plans, participation status, and details.
B) You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by Your wireless service provider or otherwise. Additional terms and conditions may apply to Your use of our mobile applications based on the type of mobile device that You use.
C) YOUR ACCESS TO OR USE OF THE OPENDATE PRODUCT VIA YOUR MOBILE DEVICE OR OPENDATE PRODUCT-PROVIDED MOBILE APPLICATION CONFIRMS YOUR AGREEMENT TO THESE USER TERMS, INCLUDING BUT NOT LIMITED TO THESE MOBILE TERMS.
To use the OPENDATE Product, You must have been pre-provisioned an account and will either select or will be issued a username or similar identifier such as a unique number and password or pin (“Login Credentials”). You are responsible for safeguarding Your Login Credentials. You, and not OPENDATE, are responsible for any activity occurring through Your Login Credentials, whether or not You authorized such activity. If You become aware of any unauthorized access through Your Login Credentials, You agree to notify OPENDATE immediately. Your Login Credentials may not be shared and may only be used by You.
You agree to provide Us with accurate and complete information required to register for the OPENDATE Product and at other times as required in connection with using the OPENDATE Product (“Registration Information”). You agree, at all times, to: (a) provide current, complete, true, and accurate Registration Information; (b) maintain and update your Registration Information as required to keep it current, complete, and accurate; and (c) provide additional information about You and Your organization which is pertinent to Your use of the OPENDATE Product, as may be requested by OPENDATE from time to time.
You acknowledge and agree that We may send You information and notices regarding our products or services by email or through other means. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate Registration Information or any other information, including, but not limited to, Your failure to receive critical information about the OPENDATE Product. You acknowledge, consent, and agree that We may access, preserve, and disclose Your Registration Information, User Content, and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of OPENDATE, its Users, and the public.
Certain parts of the OPENDATE Product may enable You to provide User Content and other information to OPENDATE. You shall not upload or transmit to the OPENDATE Product any copyrighted or other proprietary materials without permission from the owner, the licensor, or any licensee with authorization to allow public display of such material and such other rights as are necessary to use the materials as they are used with the OPENDATE Product. You shall be solely responsible for any damages resulting from provision of these materials, and for obtaining all rights from their owners, licensors, or authorized licensees.
By using the OPENDATE Product, You further agree that:
- You will use the OPENDATE Product in strict accordance with all terms and conditions of the Agreement and User Terms;
- You will comply with and refrain from violating applicable laws, including, but not limited to, international, federal, state, or local privacy laws;
- You will not post or transmit any content that is unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another’s privacy, or otherwise objectionable content;
- You will not use the OPENDATE Product to commit a criminal offense or to encourage others to conduct what would constitute a criminal offense or give rise to any civil liability;
- You will not use the OPENDATE Product to impersonate other persons or entities;
- You will not use the OPENDATE Product to upload any content that contains a software virus or any other computer code, files, or programs that may alter, damage, or interrupt the functionality of the OPENDATE Product or the hardware or software of any other person or entity;
- You will not post any material on the OPENDATE Product that infringes or violates the intellectual property rights of another;
- You will not alter, damage, or delete any content posted on the OPENDATE Product;
- You will not subvert or alter OPENDATE’s system in any unauthorized manner, such as accessing restrict content or information;
- You will not claim a relationship with or speak for any business, association, or other organization for which You are not authorized to claim such a relationship;
- You will not post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation; and
- You will not post any User Content or other information which You know to be, or have reason to believe is, inaccurate or materially misleading.
Additionally, by using the OPENDATE Product, You further agree that:
- You are prohibited from selling, trading, or otherwise transferring Your OPENDATE Product account, any rights that run with the account, or any User Content or other information therein to another party or charging anyone for access to any portion of the OPENDATE Product or any User Content or information therein;
- You are prohibited from registering or creating an account for any entity or individual other than Yourself, unless You are expressly authorized to create accounts on behalf of the entity or individual; and
- You are prohibited from engaging in any conduct that restricts or inhibits any users’ use or enjoyment of the OPENDATE Product, or which, as determined by Us, may harm Us or users of the OPENDATE Product, or expose them to liability.
From time to time, OPENDATE uses third party applications, content, websites, hardware, software, and services (the “Third Party Content”) in providing the OPENDATE Product and services to You. For these purposes, OPENDATE will transmit certain data including, but not limited to, user Login Credentials, contact information, email addresses, and other Personal Information to such third parties who may or may not, in OPENDATE’s sole discretion, be identified in connection with provisions of the Third Party Content.
The Third Party Content may be governed by the terms and conditions of use and privacy policies of the third party providers thereof, and Your use of the Third Party Content will be governed by and subject to such terms and conditions and privacy policies. You agree to abide by the terms and conditions of use and privacy policies of such Third Party Content. You understand and agree that OPENDATE does not endorse and is not responsible or liable for the performance, design, function, features, or content of any Third Party Content or for any transaction You may enter into with the provider of any such Third Party Content. OPENDATE hereby disclaims all liability for Your use of the Third Party Content and any causes of action, losses, costs, or other claims You may have relating to any such Third Party Content.
You acknowledge that materials and functionality available within the OPENDATE Product are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights (“Intellectual Property”) and are owned by OPENDATE or are used by permission. Except as OPENDATE may expressly authorize in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivatives of the OPENDATE Product. All trademarks used within the OPENDATE Product are the property of their respective owners and are used by permission. You further agree not to modify or alter any aspect of the OPENDATE Product’s electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into OPENDATE’s proprietary systems.
You are the owner of all User Content on the OPENDATE Product including all business assessments, business flow, and other business processes. You agree to take diligent and reasonable steps to keep the User Content confidential and free from unauthorized access or use, and not to divulge, provide, or make the User Content available to a third party, unless said third party is under Your direct professional supervision.
You acknowledge and agree that (1) any feedback, comments, and suggestions (“Feedback”) We may receive from You by way of the OPENDATE Product and (2) any products, models, or other type of work product that may be derived from the collection, processing, and storage of Your User Content or other information within the OPENDATE Product (“Derived Products”) will be the sole and exclusive property of OPENDATE. You hereby irrevocably assign to OPENDATE all of your rights, title, and interest in and to all Feedback and Derived Products, including without limitation all worldwide patent, copyright, trade secret, and other proprietary or intellectual property rights therein. At our request and expense, You will execute documents and take such further acts as We may reasonably request to assist OPENDATE to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback and Derived Products.
OPENDATE reserves the right, at our sole discretion, to terminate any and all access to the OPENDATE Product provided to You at any time without notice for any reason. OPENDATE also reserves the right, at our sole discretion, to discontinue any service or modify any part of the OPENDATE Product We provide without notice, at any time, and without liability. OPENDATE reserves the right, at our sole discretion, to terminate services provided to You, access to any and all parts of the OPENDATE Product, and to deactivate Your OPENDATE account Login Credentials. We shall not be liable to You or any third party if We terminate Your account and You agree to hold Us harmless and indemnify Us from any third party claims arising from the termination of Your account, except as may be required by applicable law, and no refunds or compensation of any sort will be granted to You if We terminate Your account. You agree that any material breach of this Agreement will result in irreparable harm to OPENDATE for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, OPENDATE will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if OPENDATE seeks such an injunction.
Your access to and use of the OPENDATE Product are at Your own risk. You understand and agree that the OPENDATE Product are provided to You on an “AS IS” and “AS AVAILABLE” basis, subject to the terms and conditions of the Agreement. OPENDATE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENDATE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE OPENDATE PRODUCT.
WE MAY FROM TIME TO TIME AMEND, SUPPLEMENT, OR MODIFY THE USER TERMS. IF WE MAKE MATERIAL CHANGES TO THE USER TERMS, WE WILL POST AN UPDATED VERSION OF THE USER TERMS OR COMMUNICATE NOTICE OF THE CHANGES TO YOU IN SOME OTHER MANNER. NOTWITHSTANDING THE FOREGOING, IT IS YOUR RESPONSIBILITY TO CHECK THE USER TERMS PERIODICALLY FOR CHANGES.
You can review the most current version of the User Terms at any time at http://OPENDATE.com/userterms. The revised User Terms will become effective upon posting and if You use the OPENDATE Product after that date, Your use will constitute acceptance of the revised terms and conditions. If any change to the User Terms is not acceptable to You, Your only remedy is to stop accessing and using the OPENDATE Product.
The laws of the State of Indiana, excluding its choice of law provisions, will govern the User Terms and any dispute that arises between you and OPENDATE. All disputes related to the User Terms will be brought solely in the federal or state courts located in Marion County, Indiana, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.
For Quebec Residents: This Agreement any dispute of any sort that might arise between you and OPENDATE shall be governed by the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein, and any disputes will be submitted to the courts of competent jurisdiction of the District of Montreal (Quebec).