Terms and Conditions

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General

TERMS OF SERVICE. These Terms of Service (the “Terms of Service”) govern your access to and use of OpenHouse.AI Incorporated’s (“OpenHouse.AI,” “us,” “we,” and “our”) services including the Intelligent Conversion Engine (“Intelligence Engine”) and any other services, this site, plans, features, products, content, applications, software, maintenance and training offered by us from time to time (collectively, the “Service”) identified in one or more of OpenHouse.AI’s sales order documents (“Sales Order” or “Sales Orders”) or made available by us from time to time. 1.2 ACCEPTANCE. By using the Service, you accept and agree to be bound by (i) this Terms of Service and (ii) all Sales Orders which are incorporated herein by reference which is incorporated herein by reference (collectively referred to as the “Terms of Service”). This Terms of Service constitutes a binding Terms of Service between the customer (“Customer,” “you,” and “your”) and OpenHouse.AI. This Terms of Service represents the parties’ entire understanding regarding the Services and shall govern over any prior oral or written Terms of Service or discussions or different or additional terms or conditions of any purchase order, invoice or other non-OpenHouse.AI ordering document. No other terms or conditions of any purchase order, invoice or other non-OpenHouse.AI ordering document shall apply to the Services, unless agreed to in writing by both parties. Your Users (as defined below) may also be required to agree to be bound by the terms of this Terms of Service in order to access the Intelligence Engine and utilize certain parts of the Services.

Services and Obligations

SERVICES. Unless otherwise provided in a Sales Order, Services are purchased by Customers on a subscription basis (“Subscription Service”). Customers can also purchase add-ons to the Subscription Service (“Optional Services”). Subject to your compliance with this Terms of Service, OpenHouse.AI grants you a nontransferable, non-exclusive (unless otherwise mutually agreed in the Sales Order), worldwide right to access and use the Services during the term set out in the applicable Sales Order (“Subscription Term”).

INTEGRATION FEES. If applicable and unless otherwise noted on a Sales Order, any integration fees in connection with OpenHouse.AI Services is the sole responsibility of the Customer. Any integration fees in connection to material changes from the original statement of work will require a change request. Any additional requirements discovered, and subsequently require additional fees is the sole responsibility of the Customer.

OpenHouse AI Obligations

PROVISION OF SERVICES. OpenHouse.AI will at all times: (i) provide the Service according to the terms and conditions set out in this Terms of Service; (ii) in accordance with all specifications applicable to the Service in an applicable Sale Order; and perform each Service in a manner that meets or exceeds all applicable service levels set out in such Sales Order.

MAINTAIN THE SERVICES AND BE RESPONSIVE TO CUSTOMER CONCERNS. OpenHouse.AI will maintain the availability and performance of the Service, provide support and respond to your requests as set forth in Appendix “A” (Support Services).

OPENHOUSE.AI ACCOUNT. In order to use the Service, an Account will need to be created and Customer will provide information after which we will provide them with an OpenHouse ID. Customer is responsible for maintaining the confidentiality of its OpenHouse ID. Customer agrees not to use the Account information of any third part or disclose same to any third party. Customer is responsible for any and all activity that occurs on its Account. If Customer suspects any unauthorized use of their Account or OpenHouse ID, they must notify us immediately. Customer agrees to provide us with correct and complete Account information at all times and inform us of any changes to the information.

Fees and Payment

FEES. The customer agree to pay all fees set out in your Sales Order. Unless otherwise set forth in the relevant Sales Order, you will be billed in advance on a monthly basis for any Subscription Services. In addition, the monthly invoice will include charges related to any adjustments as set forth in your Sales Order. All fees are noncancellable and non-refundable, other than as set out herein, and are based on Subscription Services purchased and not actual usage. For the avoidance of doubt, if the Subscription Services are terminated at any time during the then current month you shall not be entitled to a refund. Unless otherwise agreed between you and us, charges may be paid by wire transfer, direct debit, cheque or credit card.

ADDITIONAL FEES. (a) You agree to pay any additional fees that may be incurred as a result of a change order request.
Prices for services do not include reasonable and customary T&E expenses which shall be billed separately after incurred.
Travel expenses for airline, hotel, and transportation incurred by OpenHouse.AI while providing services shall be billed at actual costs and invoiced the following month.
A per diem per day will used for meals and incidentals. The rate will be depending on the area and will be the rate recommended by the federal government

CHANGE REQUESTS. VERSION:
a. Any services in addition to the services specifically identified in this SOW is subject to additional fees given resources at OpenHouse.AI allows for the change request to be executed.
b. Any change request must be in written form and should allow OpenHouse.AI to adequately schedule and execute the change requested.

PAYMENT TERMS. Unless otherwise set out in the Sales Order, Service fees are payable monthly in advance. All fees are exclusive of taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies or duties (excluding taxes based on OpenHouse.AI’s income), even if such amounts are not listed on a Sales Order. All fees are payable in U.S. Dollars or in such other currency as agreed to in writing by the parties without set-off or deduction.

OVERDUE CHARGES. Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 1.5% per month on the outstanding balance, or the legal maximum interest rate, whichever is lower, plus all reasonable expenses of collection, in addition to any other remedies we may have.

SUSPENSION RIGHTS. We reserve the right to immediately suspend the Services if: (i) the billing or contact information provided by you is false or fraudulent; (ii) you fail to make any payment 30 days after it becomes due; (iii) share Account or OpenHouse ID information; (iv) any unresolved dispute over fees agreed upon in an applicable Sales Order past 30 days; or (v) or any other restrictions as listed in subsection 5.5. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Terms of Service for services already delivered. We will not be liable to you nor to any third party for any suspension of the Services resulting from your non-payment of fees. A suspension may end when OpenHouse.AI deems they can reasonable expect to be paid in full.

OpenHouse AI content and license

OPENHOUSE.AI CONTENT. The Services contain Content, Documentation, and Software owned by OpenHouse.AI, its suppliers or licensors (“OpenHouse.AI Content”). OpenHouse.AI, its suppliers and licensors own and retain all rights, including all Intellectual Property Rights, in and to the Services and the OpenHouse.AI Content. The Services and OpenHouse.AI Content are protected by copyright, trademark, patent, trade secret and other laws.

OWNERSHIP AND LICENSE. The Services and OpenHouse.AI Content are licensed and not sold to you. All rights not expressly granted to you in this Terms of Service are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any OpenHouse.AI Content or other Content (other than Customer Content) appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. We grant you a limited, revocable, non-sublicensable license to reproduce and display the OpenHouse.AI Content (excluding software code) in connection with using the Services during the Subscription Term. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licences granted by us terminate if you do not comply with this Terms of Service.

FEEDBACK. Customer grants to OpenHouse.AI a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer.

MODIFICATIONS. We are entitled to modify or update the Services from time to time in order to adapt it technically, to change menu guidances or layouts or to expand or limit functionality in a way that does not materially alter the Services.

Proprietary Rights

OWNERSHIP AND RESERVATION OF RIGHTS TO OPENHOUSE.AI INTELLECTUAL PROPERTY. OpenHouse.AI and its licensors own all rights, titles and interests in and to the Service and all Intellectual Property Rights therein. Subject to the limited rights expressly granted to you in this Terms of Service, OpenHouse.AI reserves all rights, titles and interest in and to the Service, including all Intellectual Property Rights. For the avoidance of doubt, Customer has no ownership interest in the Service.

OWNERSHIP OF CUSTOMER DATA. As between OpenHouse.AI and Customer, both the Customer owns a copy of the raw Customer Data. As Between OpenHouse.AI and the Customer, OpenHouse.AI owns the insight, interpretation, or any aggregate data derived from the raw Customer Data. OpenHouse.AI reserves the right to anonymize the data for the customer at the request of the customers’ users.

GRANT OF RIGHTS.

(a) BY OPENHOUSE.AI. OpenHouse.AI hereby grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide right to use the Service solely during the Subscription Term and only for the business purposes of Customer subject to the terms and conditions of this Terms of Service and in accordance with the applicable Sales Order (the “Enterprise License”).

(b) BY CUSTOMER. Customer hereby grants OpenHouse.AI a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to handle Customer Data to (i) provide Customer any Service set out in this Terms of Service and applicable Sales Order; (ii) generate Aggregate Data (defined below); (iii) sublicense the right referred to in subsection (iv) to any Subcontractors (defined below) solely to the extent necessary to enable such Subcontractors to fulfill OpenHouse.AI’s obligations under the applicable Sales Order and (v) to use any Marks for advertising, marketing and selling the Service.

AGGREGATED INFORMATION. Customer grants OpenHouse.AI the right to anonymize the Customer Data so that it does not identify Users nor contains any Customer Confidential Information (defined below), (“Anonymous Information”). Customer agrees that OpenHouse.AI (i) n, OpenHouse.AI reserves the right to anonymize the data for the customer at the request of the customers’ users. (ii) may create derivative works from the extract information from the Anonymous Information and combine Anonymous Information (hereafter “Aggregate Data”, to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of OpenHouse.AI’s business, and (iii) may disclose and publish Aggregate Data on an Aggregate Basis to any party through any means. r. “Aggregate Basis” means that OpenHouse.AI combines parts of information collected or processed from Customer (that does not contain any personal identification information of the User or Customer) with other information from any or all other customers and users that use its software or in a manner that does not disclose any individually identifiable information about the Customers or any specific transactions the Customers have engaged in.

RESTRICTIONS. Customer will not (i) modify, translate or copy the Service or create any derivative works based on the Service; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in the Service; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make Services available to any third party, other than to Authorised Parties as permitted herein; (iv) publish or disclose to third parties any evaluation of Service without OpenHouse.AI’s prior written consent; (v) create any link to Service or frame or mirror any content contained or accessible from, Service; (vi) access Service in order to build a commercially available product or service which competes with Service; (vii) copy any features, functions, integrations, interfaces or graphics which are part of Service; (viii) violate any Laws; (ix) wilfully tamper with the security of the System or tamper with other OpenHouse.AI Customer accounts (x) access data on the System not intended for the Customer, (xi) log into a server or account on the System that the Customer is not authorized to access, (xii) attempt to probe, scan or test the vulnerability of any part of the System or to breach the security or authentication measures without OpenHouse.AI authorization; or (xiii) wilfully render any part of the System unusable.

CORRECTIVE ACTION AND NOTICE. If Customer becomes aware of any actual or threatened activity prohibited by Section 5.5, Customer shall immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Service and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify OpenHouse.AI of any such actual or threatened activity.

STATISTICAL INFORMATION. OpenHouse.AI may monitor Customer and User’ use of the Services and the OpenHouse.AI Intelligence Engine and compile User Data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of the Services and may make such information publicly available, provided that such information does not include any data that would enable the identification of Customer, User or Customer Data, or the disclosure of Confidential Information. OpenHouse.AI retains all rights, title and interest in and to such statistical and performance information.