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TERMS OF SERVICE

Last Updated: January 4, 2024
These API Terms of Service (“API TOS”) is an agreement you (“Party”) must accept in order to access and use OpenET, Inc’s ("OpenET” or “Party”) application programming interfaces, software development kits, sample code, command line tools, developer tools as well as the related API documentation and materials made available by OpenET (“OpenET API”) (as described below.) This document describes both your rights and your obligations as part of using OpenET’s API (also referred to herein as “Services”). It is important that you read this document carefully because you will be legally bound to these terms. OpenET only provides the OpenET API to you subject to this API TOS. By clicking “I Accept” or by using our Services, you agree to be bound by this API TOS, including the Privacy Policy.
If you are entering into this API TOS on behalf of a company or other legal entity, you are representing that you have the legal authority to bind such entity to this API TOS. If you do not have such legal authority or if you do not agree with the API TOS, do not use OpenET API.
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our API TOS and update the “Last Updated” date above. We may also attempt to notify you by providing notice through our API TOS. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the OpenET API and our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and the Open ET API.
If you have any questions about these Terms or our Services, please contact us at [email protected].

1. API Definitions

  • API Documentation – Any documentation, data or information that OpenET provides regarding the use of OpenET API through the Developer Site.
  • Application – Any software application, website or product you create or any service you offer using the OpenET API.
  • Data – Means any data and content uploaded, posted, transmitted, or otherwise made available by users via the Services including files, comments, profile information, feedback and anything else entered or uploaded into the Services by a user of the Services.
  • Developer Site – OpenET’s Developer Site located at https://openet.gitbook.io (“Site” or the “Services”)
  • OpenET API – The publicly available OpenET application programming interface (“API”) as well as the related API Documentation as defined above.
  • OpenET Services – OpenET’s related systems and technologies as well as the Site and all software, applications, data, reports, text, images and other content made available by or on behalf of OpenET through any of the foregoing. The Services do not include Data as defined above or any third-party software application or service.

2. Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

3. Eligibility

You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these API TOS. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these API TOS will include that person or entity, (b) you represent that you are authorized to accept these API TOS on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these API TOS, the person or entity agrees to be responsible to us.

4. User Accounts & Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

5. User Content

Our Services may allow you to upload files, create projects and save analyses to your user account and export and/or share your projects with others (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and OpenET. Notwithstanding the foregoing, any User Content containing, commingled with or created (whether wholly or in part) using OpenET Data is hereby deemed OpenET’s intellectual property pursuant to Section 7 of these API TOS.
You grant OpenET a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sub-licensable license to use, reproduce, modify, adapt, translate, create derivative works from your User Content provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. OpenET, however, has no intent to use or share user provided data without user’s permission outside of day to day troubleshooting and to provide support to user directly.
You may not upload files, create projects, store or share any User Content that violates these API TOS or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these API TOS, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
You may charge for commercial use of your Application; you may not grant, however, any intellectual property rights in OpenET’s API.

6. Prohibited Conduct & Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
  • Use or attempt to use another user’s account without authorization from that user and OpenET;
  • Impersonate or use the Service on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Sell, resell, lease, sublicense, redistribute or syndicate access to the OpenET API;
  • Copy, reproduce, distribute, publicly perform or publicly display OpenET Data or portions of our Services, without visibly attributing us as the Source URL in all instances;
  • Modify our Services, remove any proprietary rights notices or markings, based upon our Services;
  • Use OpenET API or our Services other than for their intended purpose or in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying OpenET API or our Services or that could damage, disable, overburden or impair the functioning of OpenET API or our Services in any manner;
  • Reverse engineer any aspect of OpenET API or our Services, trade secrets or source code or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of OpenET API or our Services;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from OpenET API or our Services;
  • Attempt to circumvent quota restrictions through the use of multiple OpenET accounts;
  • Develop or use any applications that interact with our Services without our prior written consent;
  • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or
  • Use our OpenET API in any application for any illegal or unauthorized purpose, including adult content, promoting gambling, sales of alcohol or tobacco to persons under the age of twenty-one (21) or engaging in, encouraging or promoting any activity that violates these Terms.
You may also upload or otherwise share only User Content that you have all necessary rights to disclose. You may not upload, create, store or share any User Content that:
  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any malware, viruses, corrupted data or other harmful, disruptive or destructive files or content that may damage, interfere with, interrupt or expropriate any data; or
  • In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose OpenET, our licensors or others to any harm or liability of any type.
In the event of a violation of the prohibited conduct delineated above, including a targeted attack, unauthorized sharing of accounts or data harvesting of the OpenET API, your access and account will be suspended. In the event that OpenET determines any act was unintentional, OpenET will reauthorize access to the OpenET API and your account. Multiple violations, however, will result in your account being permanently banned. Enforcement of this Section 6 is solely at OpenET's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

7. Ownership; Limited License

The OpenET API, Services and data offered through the data explorer contained therein, including the text, graphics, images, photographs, videos, illustrations and other content contained therein (“OpenET Data”), are owned by OpenET or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us, OpenET, or our licensors. Subject to your compliance with these API TOS, you are hereby granted a limited, nonexclusive, nontransferable, non sub-licensable, revocable license to access and use OpenET API and our Services for your use.
The pricing and usage by tiers of the OpenET API is available here.
Our Services and OpenET Data is provided for general informational purposes only. Therefore, the information provided through our Services should not be taken as professional advice or be relied upon as a source of information in any legal action.
Any use of the OpenET API and Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and will violate our intellectual property rights.

8. Trademarks

Our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of OpenET, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about the OpenET API or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, in our sole discretion. You understand that OpenET may treat Feedback as nonconfidential. OpenET will not attribute any feedback directly to a specific user.

10. Third-Party Content

We may provide information about third-party products, services, activities, or events on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. OpenET does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

11. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless OpenET and our officers, directors, agents, partners, licensors and employees (individually and collectively, the “Indemnified Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the OpenET API and Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the OpenET API Services. You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at our sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and OpenET or the other Indemnified Parties.

12. Disclaimers

our use of our Services and the OpenET API is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, OpenET does not represent or warrant that our Services or the OpenET API are accurate, complete, reliable, current or error-free. While OpenET attempts to make your use of our Services and the OpenET API and any content therein safe, we cannot and do not represent or warrant that our Services and the OpenET API or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services and the OpenET API.

13. Limitation of Liability

To the fullest extent permitted by applicable law, OpenET and the other Indemnified Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if OpenET or the other Indemnified Parties have been advised of the possibility of such damages.
The total liability of OpenET and the other Indemnified Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services and the OpenET API.
The limitations set forth in this Section 13 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of OpenET or the other Indemnified Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

14. Transfer & Processing Data

In order for us to provide our Services and provide access to the OpenET API, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with OpenET and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and OpenET agree that any dispute arising out of or related to the API TOS or our Services is personal to you and OpenET and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or OpenET seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or OpenET seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and OpenET waive your rights to a jury trial and to have any dispute arising out of or related to these API TOS or our Services resolved in court. Instead, for any dispute or claim that you have against OpenET or relating in any way to the Services, you agree to first contact OpenET and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to OpenET by email at [email protected]. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and OpenET cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in Carson City, Nevada, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). For purposes of this section, you will be deemed a “consumer” if you use the Services for your personal, family or household purposes. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and OpenET agree that these API TOS affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, OpenET, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and OpenET agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and OpenET will pay the remaining JAMS fees and costs. For any arbitration initiated by OpenET, OpenET will pay all JAMS fees and costs. You and OpenET agree that the state or federal courts of the State of Nevada and the United States sitting in Washoe County, Nevada have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and OpenET will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15. In order to be effective, the opt-out notice must be in writing and include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.
If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these API TOS; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. Governing Law & Venue

Any dispute arising from these API TOS and your use of the Services will be governed by and construed and enforced in accordance with the laws of Nevada, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Nevada or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Nevada and the United States, respectively, sitting in Washoe County, Nevada.

17. Modifying & Terminating our Services

We reserve the right to modify our OpenET API and Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our OpenET API and Services.

18. Term & Termination

This API TOS term begins upon the date you agree to them by accessing OpenET’s API, and will continue until terminated by a party as set forth in this Section 19. You may terminate this contract by discontinuing use of OpenET’s API. OpenET may terminate the contract without or without cause and without notice to you. Upon termination of the contract, all rights and licenses to you will terminate immediately. Upon termination of the contract you will promptly destroy copies of any documentation and any other OpenET information in your possession or control that was received under the contract. You must permanently delete any and all data that you stored pursuant to your use of the OpenET API and certify the same in writing to OpenET.

19. Termination Survival

The following Sections shall survive Termination of the contract: Sections 5-8, 11, 13, 15, 16, 19, and 23.
You will not violate any third party’s Intellectual Property or the Digital Millennium Copyright Act.

21. Application of Consumer Laws

OpenET’s APIs are intended for use by businesses and organizations and are not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.

22. Miscellaneous

The failure of OpenET to exercise or enforce any right or provision of these API TOS will not operate as a waiver of such right or provision. The section titles in these API TOS are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these API TOS are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
a) Severability – Each provision of this agreement is independent and if any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to affect the intention of the provision. If a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
b) Entire Agreement – These terms including any terms incorporated by reference constitute the entire agreement between you and OpenET and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these terms and any pages referenced in these terms, the terms of these API TOCs will first prevail; Provided, however, that if there is a conflict or inconsistency between any contract and the API TOCs, the terms of the API TOCs will first prevail, followed by any other contract terms and then followed by any further documents referenced in these terms.
c) No Assignment – you may not assign or delegate any rights or obligations under these API TOS including in connection with the change of control. Any purported assignment and delegation shall be ineffective. OpenET may freely assign or delegate all rights and obligations under this API TOS, fully or partially, without notice to you.
d) Notice – Notice will be provided to you via e-mail to the e-mail address associated with your application. OpenET will accept service of process by Courier at the physical address set forth above. Any notices that you provide without compliance with this section shall have no legal effect.
e) Force Majeure – Neither Party shall be liable for loss or damage or be deemed to be in default under this agreement or any schedule to this agreement if its failure to perform its obligations results from or is attributable to any act of God, natural disaster, pandemic, epidemic, fire, strike, embargo, or, threat of terrorism, insurrection, riot or other cause or circumstance beyond the reasonable control of the Party; provided however that the foregoing shall not excuse any failure to exercise diligence by a Party to minimize the scope, extent, duration and adverse effect of any such delay in performance, on the other Party.
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