End User Terms of Service
Effective: November 17, 2023
These End User Terms of Service (these “Terms of Service”) constitute a legally binding agreement between you (the “User” or “you”) and OpenField Co., a Delaware corporation (“OpenField” or the “Company”), governing your use of the OpenField products, software and services (collectively, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
The Company reserves the right to modify these Terms of Service at any time without notice. Your continued usage of the Service constitutes your acceptance of these Terms of Service. Violation of any terms will result in termination of your account and use of the Service.
- “Company Data” means any data, information or material collected, owned, processed, derived, or licensed by the Company and provided to you via the Services, including Usage Data; provided however that Company Data shall not include Client Data, Licensed Data, and Data Provider Assets.
- “Content” means information, including remarks, Personal Information, notes, addresses, graphics, photographs, or other information, in whatever form or medium, that you submit to the Services.
- “Client” means the entity or person that has entered into a Client Agreement with OpenField relating to the license and use of the Services and has authorized you to use the Service.
- “Client Agreement” means a written agreement, including any purchase order(s), statement(s) of work, attachments, addenda, data usage addenda, and other documents related thereto and incorporated therein, between the Company and Client concerning the license and use of and access to the Services by Client and Client’s end users, including you.
- “Client Data” means any data, information or material provided or submitted by you into the Services, excluding Licensed Data, Data Provider; provided, however, that Client Data does not include Company Data, Client Data that is aggregated and de-identified, Licensed Data, or Data Provider Assets.
- “Client-Data Provider Agreement” means a written agreement, including any purchase order(s), statement(s) of work, attachments, addenda, data usage addenda, and other documents related thereto and incorporated therein, between Client and a Data Provider concerning the license and use of and access to products, services, and data.
- “Data Provider(s)” means one or more third-parties from whom the Company receives Licensed Data.
- “Data Provider Assets” means (i) the complete database of information maintained by a Data Provider, including all fields and records contained therein; and (ii) all data fields, database elements, scores, indexes, tables and constrains provided by or created by a Data Provider and contained within or use with Data Provider Assets set forth in clause (i) hereof.
- “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
- “Licensed Data” means all data and information, including Personal Information, of any nature and in whatever form, licensed to the Company by Data Provider(s), and accessible via the Services pursuant to a Client Agreement providing access to Licensed Data.
- “Licensed Data Owners” means Data Provider(s) and the licensors and third-party data owners who provide such data to the Data Provider(s).
- “Person” shall mean an individual or any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or other legal entity or organization.
- “Personal Information” means, in addition to any definition under Applicable Privacy Laws, any personally identifiable information that identifies, relates to, describes, is capable of begin associated with, or could reasonably be linked, directly or indirectly, to any individual or household.
- “Proprietary Materials” means all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content, in all forms, media and technologies now known or hereinafter developed, that you see or read via the Services; provided, however, Client Data, Licensed Data, and Data Provider Assets shall not be deemed Proprietary Materials.
- “Usage Data” means data Company has collected and retained regarding a Client and/or Client’s end users, including your, use of the Services.
Use of the Services; Restrictions.
- Subject to the terms and conditions of a Client Agreement, Company hereby grants you a limited, non-exclusive, non-transferable, license to use the Services during the term, for the purposes, and limited to the Services stated one or more Order Forms attached to the Client Agreement.
- Except as expressly authorized under a Client Agreement, you will not (nor will you authorize any third party to): (i) sublicense, sell, transfer, assign, distribute or commercially exploit the Services, or provide access to the Services to any third party; (ii) modify, adapt, publish, post, display, translate or create derivative works based on the Services; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how or algorithms relevant to the Services; (iv) remove any proprietary labels or notices, or (v) use the Services to: (a) send or store infringing, obscene, threatening, harmful, libelous, or otherwise unlawful material, including material harmful to children or violative of privacy rights; (b) send or store software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; (c) interfere with or disrupt the integrity or performance of the Service or any data contained therein; (d) attempt to gain unauthorized access to the Service or its related systems or networks; (e) provide or disclose to, or permit use of the Service to any other person without Company and Client’s prior written consent on a case-by-case basis; of (f) use the Service other than in connection with its intended purpose.
- You represent, covenant, and warrant that you will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”), which are incorporated herein by reference, and all applicable laws and regulations. Additionally, you acknowledge that the Services may include voter data, the use of which is governed by jurisdiction-specific statute (“Voter Data Laws”), and you represent, covenant, warrant, and agree that you will use the Services in compliance with applicable Voter Data Laws. You hereby agree to indemnify, defend and hold harmless Company against any claims, damages, losses, liabilities, settlements and expenses, including costs and attorneys’ fees (collectively, “Damages“) in connection with any third-party claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Company has no obligation to monitor your use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing or any restrictions, laws or regulations of the United States.
Use of Licensed Data and Data Provider Assets; Restrictions; Proprietary Rights.
- Subject to the terms and conditions of a Client Agreement, you may have access to, and use of (i) Licensed Data provided by the Company’s Data Provider(s) and (ii) Data Provider Assets. You hereby agree to access and use Licensed Data and Data Provider Assets in strict compliance with the applicable Client Agreement, including any data usage agreements related thereto.
- You hereby acknowledge and agree that the Company: (i) via the Services, merely provides access to Licensed Data and Data Provider Assets; (ii) does not verify, corroborate, cross-check, or otherwise confirm the accuracy of any of the Licensed Data or Data Provider; (iii) has no proprietary rights in or to the Licensed Data or the Data Provider, except for licenses necessary to provide the Services to you; and (iv) makes no representations, warranties, or covenants regarding the Licensed Data or the Data Provider Assets.
- Except as expressly set forth in an applicable Client Agreement, you hereby acknowledge and agree that you:
- shall not access or use Licensed Data and/or Data Provider Assets (x) for any illegal purpose, (y) as a factor in determining an individual’s creditworthiness or eligibility for credit, insurance, or employment, or (z) for any use outside of the use of the Services.
- are expressly prohibited from (i) retaining, using, or disclosing Licensed Data or Data Provider Assets for any purpose other than the intended purpose; (ii) collecting, selling, or using Personal Information contained in Licensed Data or Data Provider Assets except as strictly necessary for the intended purpose; (iii) retaining, using or disclosing any Licensed Data or Data Provider Assets outside of the Company, Client, and Client’s end users, including you.
- shall not sell, transfer, trade, or give license to any of the Licensed Data or Data Provider Assets to any other Person without the prior written approval of the Company and applicable Data Provider(s).
- You hereby acknowledge and agree that (i) the applicable Data Provider owns all right, title, and interest in and to or has a license to the Licensed Data and Data Provider Assets, including all Intellectual Property Rights related thereto, and (ii) other than as expressly set forth herein or in any Client-Data Provider Agreement, you (x) do not have, and shall not be deemed to have, any rights of any kind or nature in the Licensed Data or the Data Provider Assets and (y) agree that you will not add, combine, and/or aggregate the Licensed Data into any database owned by you or the applicable Client.
Intellectual Property Rights; Feedback.
- The Company owns all right, title, and interest in and to the Services, the Proprietary Materials, and Company Data, including but not limited to all Intellectual Property Rights related to the foregoing. Other than the licenses granted to you hereunder and/or under a Client Agreement, you acknowledge and agree that you have no right, title, or interest in or to the Services, the Proprietary Materials, or the Company Data.
- The Company has not agreed to and does not agree to treat as confidential any suggestions, ideas, or commentary (“Feedback”) that you provide to the Company, and, unless otherwise stated in a Client Agreement, nothing herein will restrict the Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you. You hereby grant the Company a perpetual, irrevocable right and license to exploit Feedback in any and every way.
Disclaimer of Warranties.
EXCEPT AS SET FORTH IN A CLIENT AGREEMENT, (I) THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, AND (II) COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SERVIES, LICENSED DATA OR DATA PROVIDER ASSETS.
COMPANY, ON BEHALF OF ITSELF, ITS DATA PROVIDERS, AND LICENSED DATA OWNERS, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUALITY, ACCURACY OF INFORMATION PROVIDED, OR QUIET ENJOYMENT RELATED TO THE SERVICES, LICENSED DATA, OR DATA PROVIDER ASSETS. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
- Indemnification. You, on behalf of yourself and Client, hereby agree to defend, indemnify and hold Company, its affiliates, Data Provider(s), and Licensed Data Owners harmless from and against any third-party claims and any related losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of your (i) use of the Services, Licensed Data, or Data Provider Assets; (ii) breach of any representations, warranties or covenants made by you herein, including without limitation, Sections 2(b), 2(c), and 3(c) hereof; or (iii) negligence or willful misconduct. The foregoing indemnification obligations will survive the termination of these Terms of Service
- Limitation of Liability and Damages. EXCEPT AS OTHERWISE SET FORTH IN A CLIENT AGREEMENT, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OF SERVICE, CLIENT AGREEMENT OR YOUR ACCESS TO AND USE OF THE SERVICES EXCEED THE AGGREGATE FEES PAID BY CLIENT IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
- The Services are not intended for children under 18. By using the Services, you are representing that you are at least 18.
- The Company may prohibit you from using the Services in its sole discretion at any time for any reason, and is not liable for any damage or loss resulting from such prohibition.
- You are responsible for using the Services in a private and secure manner. The Company is not liable for any damage or loss due to unauthorized account access not attributable to the wrongdoing of the Company.
- User may not assign these Terms of Service, by operation of law or otherwise, without Company’s prior written approval. Any attempted assignment in violation of the foregoing will be null and void.
- These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. You and the Company each agree that any action at law or in equity arising out of or relating to these Terms of Service will be filed only in the Superior Court of California of the County of Alameda and the U.S. District Court for the Northern District of California, and hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
- Failure to enforce any provision in these Terms of Service will not constitute a waiver unless in writing. If any provision of these Terms of Service is unenforceable, it will be changed and interpreted to accomplish the objectives of such provision to the extent legally permissible; remaining provisions will continue in full force and effect.
- These Terms of Service, together with any applicable Client Agreement and/or Client-Data Provider Agreement (if any), form the entire agreement between you and Company, and supersede all prior or contemporaneous negotiations or agreements between the parties regarding the subject matter hereof.