OpenExO Terms of Service

1. Policies and Terms

When you use our Services, you also agree to follow any policies made available to you within the Services (including our website and any related apps), including our Privacy and Cookies Policy (openexo.com/privacy-policy). By using our Services, you agree to be bound by these Terms and our policies.

You may only use our Services as permitted by law and according to these Terms and our policies. You may only use content from our Services with our permission or the permission of its owner, unless otherwise permitted by law. You understand and agree that we can suspend or terminate your use of or access to the Services for actual or suspected violations or misconduct.

Use of our Services does not give you ownership of any intellectual property rights in our Services or in the content you access or that is presented to you. These Terms do not grant you the right to use any trademarks, branding or logos used in our Services; such rights may be granted through other agreements. Some content provided in connection with our Services may belong to other people or organizations, and that content is the sole responsibility of the person or entity that makes it available. You agree not to use our Services or content for any purpose outside the scope of our agreement without our prior written permission.

2. Privacy Policy

OpenExO has a separate Privacy and Cookies Policy, which also governs your use of our Services (including our website and any related apps). It explains how we collect, use, store and protect personal data when you use our Services, and by using our Services you agree that we may use such data in accordance with it. Please read our Privacy and Cookies Policy at openexo.com/privacy-policy.

3. Your ExO Account

To access some Services and content you will need an ExO account. You may create your own account, or use one assigned to you by an administrator, which may be subject to additional terms; the administrator may be able to access, disable or control your account. OpenExO reserves the right to limit your use of the Services, including the number of connections and your ability to contact other users, and to restrict, suspend or terminate your account if we believe that you may be in breach of these Terms or the law, or are misusing the Services.

You agree not to share your password or other access information with anyone else, and you acknowledge that you are solely responsible for the activity that happens on or through your ExO account. You agree to notify us promptly if you discover or suspect any unauthorized use of your account.

4. User Conduct

As a community, we encourage you to share meaningful information and to interact with other community members. To ensure we are building a like-minded community that believes in the ExO Model and our Massive Transformative Purpose, "Transform the world for a better future", we have created the ExO Community Guidelines, available on our website, which you must follow.

5. Communications

In connection with your use of the Services, we may send you service announcements, administrative messages, business notices and other information by email or through the Services. You may opt out of some of those communications.

6. SMS Terms and Conditions

• Program description. OpenExO Customer Care is a conversational text messaging program operated by OpenExO, Inc. It allows you to text us questions and support requests and to receive our replies. We do not send marketing or promotional text messages.
• Consent. By texting our business number, or by checking the SMS consent box on one of our website forms, you agree to receive text message replies from OpenExO related to your inquiries and support requests. Consent to receive text messages is not a condition of any purchase or of using our Services.
• Opt-out. You can cancel the SMS service at any time. Just text STOP to our number. After you send STOP, we will send you one final message to confirm that you have been unsubscribed, and you will no longer receive text messages from us. To rejoin, text START or contact us again as you did originally.
• Help. If you have trouble with the messaging program, reply HELP for assistance, or contact us at [email protected].
• Message frequency. Message frequency varies and depends on your interactions with us.
• Rates. Message and data rates may apply for any messages sent to you from us and to us from you. If you have questions about your text plan or data plan, contact your wireless provider.
• Carrier liability. Carriers are not liable for delayed or undelivered messages.
• Eligibility. You represent that you are the account holder or an authorized user of the mobile number you use to text us or that you provide to us.
• Privacy. For privacy-related questions, please refer to our Privacy and Cookies Policy at openexo.com/privacy-policy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.

7. Intellectual Property Rights

Your content and contributions

Some of our Services allow you to upload, submit, store, send or receive (collectively, "Transmit") content. You retain ownership of any intellectual property rights that you hold in that content.

The OpenExO platform is built on principles of openness, collaboration and creating and sharing value. So that we can display the content you share with us and make it available for collaboration and other purposes in connection with the Services, when you Transmit content covered by intellectual property rights ("IP Content") to or through our Services, you grant us and those we work with a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to display, use and modify that IP Content ("IP License"). Make sure that you have the necessary rights to grant us this license for any content you submit. If the content you submit is covered by a separate confidentiality agreement with us and is properly shared under that agreement, that agreement will remain in effect. You do not acquire rights in the content or intellectual property of other parties shared in connection with the Services, and you agree not to use such materials without the owner's permission.

If you believe that your copyright is being infringed in connection with our Services, you can send a written notice to [email protected] for our review. The notice must contain the information required by applicable law, including the U.S. Digital Millennium Copyright Act where it applies.

We welcome your ideas on how to improve our Services; any feedback or suggestions you submit may be used freely and without any obligation to you. Please send suggestions or support requests to [email protected].

Confidentiality

Confidential Information. "Confidential Information" means any information not generally known or available outside OpenExO, or entrusted to OpenExO in confidence by third parties. Without limitation, Confidential Information includes OpenExO inventions, technical data, trade secrets, research, product or service ideas or plans, techniques, methods, lists of or information relating to employees, consultants, customers and partners of OpenExO, pricing, market data, marketing plans, licenses, contract information, business plans, financial data, budgets or other business information disclosed to Users by OpenExO, directly or indirectly, in writing, electronically, orally or by observation. Confidential Information does not include information that was already in the public domain when acquired by the User; that subsequently becomes public through no act or omission of the User; or that was acquired by the User from a third party without breach of any confidentiality obligation to OpenExO.

Protection of information. The User acknowledges that OpenExO possesses confidential information about itself and its clients and customers that constitutes a valuable, special and unique asset. The User agrees not to disclose or use any such information, except for the benefit of OpenExO and to the extent necessary to perform the Services under a statement of work ("SOW"), or as otherwise authorized by OpenExO. These obligations also cover third-party confidential information shared with OpenExO. The User shall not use any OpenExO Confidential Information to negatively influence any current or prospective OpenExO clients or customers, or to influence any person to engage the services of a person or entity in competition with OpenExO.

Additional rights. These Terms supplement, and do not supersede, any additional rights OpenExO may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

Ownership

Prior User materials. Users may have developed materials before accepting these Terms, and may own patent, trade secret and proprietary rights in techniques and concepts that were not conceived or first produced in the performance of Services for OpenExO (collectively, "User IP"). User IP is proprietary to the User and remains the User's exclusive property. If you have any such User IP, please email [email protected] to register your materials.

Service-related materials. Ownership of, and licenses to, materials and innovations prepared or developed in connection with the performance of Services for OpenExO (including proprietary methods, trade secrets, works of authorship and other subject matter eligible for intellectual property protection, and any User IP incorporated into deliverables) shall be governed by the applicable SOW, consulting agreement or other written contract between the User and OpenExO.

Our software, content and platform

For the duration of any agreement you have with us for access to our software and/or website, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use our software as part of the Services, for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us and in the manner permitted by these Terms.

You may not copy, modify, distribute, sell or lease any part of our Services, content or software, and you may not, directly or indirectly, reverse engineer or attempt to extract the source code of that software, unless you have our written permission.

8. Changes to our Services

We are constantly changing and improving our Services and may add or remove features, functions or content at any time. Just as you can stop using our Services at any time, we may suspend or stop providing Services to you, or add or create new limits to our Services, at any time. If you have a contract with us for specific services and believe a change interferes with your contractual rights, please let us know right away.

9. Payments

In connection with your payment, you will be asked to provide customary billing information, such as name, billing address and credit card information, either to OpenExO or to its third-party payment processor. You agree to pay OpenExO for the Services you purchase in accordance with these Terms, by one of the methods described on the website or application, e.g. Stripe (www.stripe.com), bank transfer or similar payment platforms. You authorize the collection of such amounts by charging the credit card provided as part of requesting our Services, either directly by OpenExO or indirectly through a third-party online payment processor. If you are directed to OpenExO's third-party payment processor, you may be subject to that third party's terms and conditions and privacy practices; please review them before using its services.

If you participate in an OpenExO project, please note that our payment terms are net 30 days, with shared charges.

10. Taxes

Our prices do not include VAT or other applicable taxes, which may apply differently depending on your country or location.

11. Warranties, Disclaimers and Limits

Although we work hard to provide our Services using commercially reasonable skill and care, our promises about our Services have limits. Because these are important, they appear in capital letters.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER WE NOR OUR AFFILIATED PARTIES MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. For example, we make no commitments about the content within the Services, the specific functions of the Services, the results of using them or their ability to meet your needs. All Services are provided "as is". TO THE EXTENT PERMITTED BY LAW:

• WE EXCLUDE ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
• WE AND OUR AFFILIATED PARTIES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.
• THE TOTAL LIABILITY OF US AND OUR AFFILIATED PARTIES FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT THAT YOU PAID US TO USE THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN LIEU OF DAMAGES, WE MAY CHOOSE TO SUPPLY YOU WITH THE SERVICES AGAIN, AND YOU AGREE TO ACCEPT THIS AS SATISFACTION OF ANY CLAIM RELATED TO THOSE SERVICES.
• IN ALL CASES, WE AND OUR AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

12. Business Uses of our Services

If you are using our Services on behalf of a business, that business accepts these Terms and will hold harmless and indemnify us and our affiliates, officers, agents, consultants and employees from any claim, action or proceeding arising from or related to the use of the Services or violation of these Terms, including any liability or expense arising from claims, losses, damages, judgments, litigation costs and legal fees.

13. Image Usage

By accepting these Terms, you grant OpenExO permission to use your image, name and public ExO Community profile information for communication and marketing purposes related to the OpenExO Community, and to share your Community profile for those purposes. You may withdraw this permission at any time by emailing [email protected]; withdrawal will not affect materials already published. This permission does not cover your mobile phone number, which is never used or shared for marketing purposes.

14. About these Terms

We may modify these Terms or any additional terms that apply to a Service to reflect changes to the law, our policies or our Services, or for any other reason. You should review the Terms regularly. We will post a notice of modifications to these Terms on this page and a notice of modified additional terms in the applicable Service. If we make significant changes, we will also inform you through our Services or by other means. Changes addressing new functions for a Service or made for legal reasons will be effective immediately; other changes will take effect 14 days after they are posted. No change will be retroactive. If you do not agree to the modified Terms for a Service, you should discontinue your use of that Service; your continued use after the changes take effect means that you accept the updated Terms.

If there is any inconsistency between these Terms and additional terms, the additional terms will prevail to the extent of the inconsistency. If you do not comply with these Terms and we do not take immediate action, this does not mean that we give up any rights we may have. If a particular term is not enforceable, this will not affect any other terms.

15. Governing Law and Jurisdiction

The validity, interpretation, construction and performance of these Terms, and any disputes arising out of or relating to these Terms or the Services, shall be governed by the laws of the State of Delaware, excluding its conflict of laws rules, unless you have a contract with us for particular services that specifies another law. All claims arising out of or relating to these Terms or the Services will be litigated exclusively in the courts located in Dover, Delaware, and you and OpenExO, Inc. consent to personal jurisdiction in those courts. Nothing in this section deprives consumers of the protection of mandatory provisions of the law of their country of residence.

16. Contact

OpenExO, Inc., 3500 S DuPont Highway, Suite YY 102, Dover, DE 19901, United States. Legal: [email protected]. Support: [email protected].