Thank you for using OpenTools (the “Software”). This document constitutes the terms of service (the “Terms”) under which you (the “User”) are allowed to use the Software. Please read these Terms carefully before using the Software. By using the Software, you agree to be bound by these Terms.
2.
License Grant
Subject to your compliance with these Terms, OpenTools grants you a non-exclusive, non-transferable, and non-sublicensable license to use the Software for your internal business purposes. The license granted herein is limited to the number of users and devices specified in your order, and the license fee paid by you.
3.
Use Restrictions
You agree not to use the Software in any way that is harmful, illegal, or contrary to these Terms. You shall not:
(a) use the Software for any purpose other than your internal business purposes;
(b) sell, rent, lease, distribute, or otherwise transfer the Software or any copy thereof to any third party;
(c) use the Software in any way that could damage, disable, or impair the Software or interfere with any other party's use of the Software;
(d) attempt to gain unauthorized access to the Software or any related systems or networks;
(e) use the Software to engage in any activity that is harmful, threatening, abusive, harassing, defamatory, or obscene;
(f) use the Software to send unsolicited advertising or spam messages; or
(g) use the Software to collect or store personal data about individuals without their consent.
4.
Ownership and Intellectual Property Rights
The Software and all intellectual property rights therein, including but not limited to copyrights, trademarks, and trade secrets, are owned by OpenTools and its licensors. You agree not to challenge or contest the validity of any such ownership or intellectual property rights.
5.
Confidentiality
You shall treat all information and materials provided by OpenTools in connection with the Software as confidential and use them only for the purposes set forth herein. You shall not disclose such information to any third party without the prior written consent of OpenTools.
6.
Warranty Disclaimer
THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. OPENTOOLS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL OPENTOOLS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
8.
Termination
OpenTools reserves the right to terminate these Terms at any time and for any reason, without notice. Upon termination, you shall immediately cease all use of the Software and destroy all copies thereof.
9.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Any disputes arising out of or related to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
10.
Entire Agreement
These Terms constitute the entire agreement between you and OpenTools regarding the use of the Software, and supersede all prior or contemporaneous agreements, whether written or oral.
By using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms.