Effective date: 07/07/2024

This document outlines the terms and conditions (the "Terms") that govern your use of the Open Assets platform (the "Service") provided by Open Applications Ltd (the "Company"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service, without an addendum agreed by both parties.

1. License

The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own personal or internal business purposes, subject to your compliance with these Terms.

You may not sub-license, resell, rent, lease, or otherwise transfer the Service or any part thereof to any third party without the prior written consent of the Company. You may not modify, reverse engineer, de-compile, or disassemble the Service or any part thereof, or create any derivative works based on the Service.

You may not use the Service for any illegal, unlawful, or unauthorised purpose, or in any manner that violates the rights of any third party.

2. Fees and Payment

The Service is offered on a pre-payment basis. Functionality can be used in exchange for these credits in line with the published cost on the Pricing page. Platform tiers will be deducted monthly in line with the tier you have selected from your available credit. You will be notified if the required funds are unavailable.

The Company reserves the right to change the features, and the associated costs of the service at any time, with prior notice to you. If you do not agree to the changes, you may cancel your subscription at any time before the changes take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the new fees and features.

3. Account and Security

To use the Service, you will be provided a Service Admin Account’ for your company profile that will allow you to add, remove or amend user accounts within that company profile. All user accounts, including the Service Admin Account, contain a name, email address, and password.

‘API keys’ are generated and associated to your company profile by the Service Admin User to allow functionality to be processed via integrations but will not contain and personal data.

You are responsible for maintaining the security and confidentiality of your user accounts, passwords and API keys and for all activities that occur under your company profile.

You agree to notify the Company immediately of any unauthorised access or use of your user account or API key, or any other breach of security. The Company is not liable for any loss or damage arising from your failure to protect your account or password.

4. Content and Data

The Service allows you to upload, store, process, and share various types of content and data, such as text, images, videos, audio, documents, and other files (collectively, the "Content").

You retain all rights and ownership of your Content, and the Company does not claim any ownership or control over your Content. When sharing content through the Service to a third party outside of your company profile, you provide the writes to your chosen third party to use, reproduce, modify, distribute, display your content as necessary.

You are solely responsible for your content and the consequences of uploading and sharing it through the Service. The Company does not monitor, review, endorse, or guarantee the quality, accuracy, or reliability of any Content on the Service that you upload. The Company reserves the right to remove or disable access to any Content that violates these Terms or that the Company deems to be objectionable, harmful, or illegal, at its sole discretion and without prior notice to you.

5. Privacy and Data Protection

The Company respects your privacy and is committed to protecting your personal data. The Company collects, uses, and discloses your personal data in accordance with its Privacy Policy and Data Processing Addendum, which is incorporated by reference into these Terms.

By using the Service, you consent to the Company's collection, use, and disclosure of your personal data as described in the Privacy Policy. You also agree to comply with all applicable data protection laws and regulations when using the Service, and to obtain any necessary consents from the data subjects whose personal data you upload or share on the Service.

If any data is made available or accessible to the Company, its employees, agents or contractors, pertaining to Customer’s business or financial affairs, or to Customer’s projects, transactions, clients or customers, the Company will not store, copy, analyse, monitor or otherwise use that data unless required to deliver the service to the customer.

The Company will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that Supplier receives or has access to under the License Agreement or in connection with the performance of any services for Customer. 

The Company will otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform as Service as instructed by the Customer as authorised by the data subject or in accordance with applicable law.  

6. Termination

These Terms are effective until terminated by either you or the Company. You may terminate these Terms at any time by cancelling your subscription and ceasing to use the Service.

The Company may terminate these Terms at any time by suspending or terminating your access to the Service, with or without cause and with or without prior notice to you. If the Company terminates your company profile, funds associated will be transferred following outstanding payments being deducted.

Upon termination of these Terms, your license to use the Service will automatically expire and you must stop using the Service. The provisions of these Terms that by their nature should survive termination, such as Sections 4, 5, 7, 8, 9, and 10, will remain in effect after termination.

7. Disclaimer of Warranties

The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.

You acknowledge and agree that you use the Service at your own risk and discretion, and that you are solely responsible for any damage or loss that may result from your use of the Service.

The Company warrants:

(i)     it has the right to grant to the Customer a licence or sub-licence to use the service as contemplated by this agreement;

(ii)  that the Software and the media on which the service is delivered are free from vulnerabilities, viruses and other malicious code;

(iii) that the service does not infringe the Intellectual Property Rights of a third party;

(iv) it has not included or used any software licensed under the General Public Licence or any similar licence containing a “copyleft” requirement (Restrictive Open Source Code) in, or in the development of, the Software, nor does the Software operate in such a way that it is compiled with or linked to any Restrictive Open Source Code. Without prejudice to the foregoing, no open-source software (meeting the Open Source Initiative’s open source definition from time to time) has been included or used in, or in the development of, any element of the Software in contravention of its applicable licence terms and no third party is asserting, or has asserted, any such contravention.

The Company does not warrant that the use of the service will be uninterrupted but rather will contain an up-time of 99% outside of scheduled maintenance releases.           

All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

The Supplier shall indemnify on demand, defend and hold harmless the Customer against all losses, costs, claims, actions, demands, actions, proceedings, fines, penalties, awards, interest, liabilities, damages, compensation, settlements, expenses and/or professional costs and/or charges awarded against, or incurred or paid by, the Customer arising out of or in connection with:

(a)       the Company failing to have and maintain all necessary consents, authorisations and/or licences with each Data Originator;

(b)       the Company failing to comply with all consents, authorisations and/or licences with each Data Originator; and/or

(c)       any breach, act or omission of the Company which puts the Customer in breach of it’s own consents, authorisations and/or licences with each applicable Data Originator.

8. Intellectual Property Rights

The Services may contain trademarks, service marks, logos and other names and marks that are the property of The Company or such other party as indicated with respect to that name or icon. The use of The Company' trademarks, logos and icons is prohibited except with formal written agreement by The Company.

This agreement does not transfer from The Company to you any The Company or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with The Company. The Company, the Company logo and all other trademarks, service marks, graphics and logos used in connection with The Company, or the Services are trademarks or registered trademarks of The Company or The Company's licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any The Company or third-party trademarks.

This is an agreement for services and you are not granted any license hereunder. All software embedded in the Services (including, without limitation, in the application programming interface to which you may have access through a unique access key (the "API Key")) and in the application developed, owned or controlled by The Company (as applicable) (the "Software"), and the Services, are and shall remain the sole and exclusive property of The Company. You agree that you will not directly or indirectly:

(i)             assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this agreement;

(ii)           modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products;

(iii)         upload, link to or post any portion of the Software on a bulletin board, intranet or web site;

The disclaimer of warranties, the limitation of liability and the jurisdiction and applicable law provisions shall survive any termination. The license grants mentioned herein shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations shall survive any termination for one year.

9. Limitation of Liability

To the maximum extent permitted by law, the Company and its affiliates, directors, officers, employees, agents, and licensors will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with your use of or inability to use the Service, even if the Company has been advised of the possibility of such damages.

In no event will the Company's total liability to you for all claims arising out of or in connection with the Service exceed the amount of fees you have paid to the Company for the Service in the 12 months preceding the date of the claim.

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees, including reasonable attorneys' fees, arising out of or in connection with your use of or access to the Service, your violation of these Terms, your violation of any rights of any third party, or your Content.

The Company reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate with the Company's defence of such matter. You agree not to settle any matter without the prior written consent of the Company.

10. General

These Terms constitute the entire agreement between you and the Company regarding the Service, and supersede any prior or contemporaneous agreements, communications, or understandings, whether oral or written, relating to the Service.

These Terms are governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles. Any disputes arising out of or in connection with these Terms or the Service will be subject to the exclusive jurisdiction of the courts of the United Kingdom. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be modified to the extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect.

The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. The Company may assign or transfer its rights and obligations under these Terms to any third party, without your consent or notice to you. You may not assign or transfer your rights and obligations under these Terms to any third party, without the prior written consent of the Company. These Terms are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.