1. Your Relationship with OpenCompany
1.1 Your use of OpenCompany’s Services is subject to the terms of a legal agreement between you and OpenCompany. “OpenCompany” means OpenCompany LLC, whose principal place of business is at 8 Lincoln Ln, Cambridge, MA 02138, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with OpenCompany, your agreement with OpenCompany will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with OpenCompany will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and OpenCompany in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by OpenCompany in the user interface for any Service; or
(B) registering for and/or using the Services in any manner, including visiting or browsing the website. In this case, you understand and agree that OpenCompany will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with OpenCompany, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
3.1 Where OpenCompany has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with OpenCompany.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by OpenCompany
4.1 OpenCompany may have subsidiaries and affiliated legal entities (the “Affiliates”) that provide the Services to you on behalf of OpenCompany itself. You acknowledge and agree that the Affiliates will be entitled to provide the Services to you.
4.2 You acknowledge and agree that the form and nature of the Services which OpenCompany provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that OpenCompany may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at OpenCompany’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform OpenCompany when you stop using the Services.
4.4 You acknowledge and agree that if OpenCompany disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while OpenCompany may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by OpenCompany at any time, at OpenCompany’s discretion.
4.6 By creating an account, you agree to receive certain communications in connection with the Services. For example, you might receive communications from businesses or receive e-mail newsletters from OpenCompany.
5. Use of the Services by You
5.1 In order to access some of features offered through the Services, you may be required to provide information about yourself (such as identification or contact details) and your organization (such as company name and contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to OpenCompany will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by OpenCompany, unless you have been specifically allowed to do so in a separate agreement with OpenCompany. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You agree that you are solely responsible for (and that OpenCompany has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which OpenCompany may suffer) of any such breach.
6. Your Passwords and Account Security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. If you become aware of any unauthorized use of your password or of your account, you agree to notify OpenCompany immediately.
6.2 Accordingly, you agree that you will be solely responsible to OpenCompany for all activities that occur under your account.
6.3 In creating or updating information for your business, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent. If you are no longer an authorized representative of the business in question, you must terminate your access to the information immediately.
7. Privacy and Your Personal Information
7.2 You agree to the use of your data in accordance with OpenCompany’s privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, images, videos, contact information, location data, availability information, and all other forms of data or communications) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
8.3 You understand that all information posted or transmitted through the Services is the sole responsibility of the person from which such Content originated. OpenCompany will not be liable for any errors or omissions in any Content and cannot guarantee the identity of any other users with whom you may interact in the course of using the Services.
8.4 OpenCompany shall have no obligation (but reserves the right) to pre-screen, review, flag, filter, modify, refuse or remove any or all publicly accessible Content from any of the Services.
8.5 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.6 You agree that you are solely responsible for (and that OpenCompany has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which OpenCompany may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that OpenCompany (or OpenCompany’s licensors, successors or assigns) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by OpenCompany and that you shall not disclose such information without OpenCompany’s prior written consent.
9.2 Unless you have agreed otherwise in writing with OpenCompany, nothing in the Terms gives you a right to use any of OpenCompany’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with OpenCompany, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by OpenCompany, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.6 You agree not to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services that (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (b) you know is false, misleading, untruthful or inaccurate; (c) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by OpenCompany in its sole discretion; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); (d) impersonates any person or entity, including any employee or representative of OpenCompany, or the Affiliates, or (e) includes anyone's identification documents or sensitive financial information.
10. License from OpenCompany
10.1 OpenCompany gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by OpenCompany as part of the Services as provided to you by OpenCompany including any application or widget (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by OpenCompany, in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decipher, disassemble, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OpenCompany, in writing.
10.3 Unless you have been specifically permitted to do so in a separate agreement with OpenCompany, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Software for any purpose.
10.4 Unless OpenCompany has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Content license from you
11.1 Other than the limited license set forth in Section 11.2, OpenCompany acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with OpenCompany, you agree that you are responsible for protecting and enforcing those rights and that OpenCompany has no obligation to do so on your behalf.
11.2 By submitting, posting or displaying the Content you give OpenCompany (and its licensees, successors and assigns) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, fully paid, sublicensable and transferable license to reproduce, adapt, edit, modify, translate, publish, prepare derivative works of or using the Content, publicly perform, publicly display, distribute and otherwise fully exploit any Content which you submit, post or display on or through, the Services.
11.3 You also give each user of the Services a non-exclusive license to access the Content submitted through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content.
11.4 You agree that this license includes a right for OpenCompany to make such Content available to other companies, organizations or individuals with whom OpenCompany has relationships for the provision of the Services, and to use such Content in connection with the provision of the Services.
11.5 You understand that OpenCompany, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit OpenCompany to take these actions.
11.6 You confirm and warrant to OpenCompany that you have all the rights, power and authority necessary to grant the above license.
11.7 By sending OpenCompany any ideas, suggestions, documents or proposals (referred to as the Feedback), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
12. Software updates
12.1 The Software which you use may automatically download and install updates from time to time from OpenCompany. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit OpenCompany to deliver these to you) as part of your use of the Services.
13. Ending your relationship with OpenCompany
13.1 The Terms will continue to apply until terminated by either you or OpenCompany as set out below.
13.2 If you want to terminate your legal agreement with OpenCompany, you may do so by (a) notifying OpenCompany at any time and (b) closing your accounts for all of the Services which you use, where OpenCompany has made this option available to you.
13.3 OpenCompany may at any time, terminate its legal agreement with you with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. Any fees paid hereunder are non-refundable.
13.4 Nothing in this Section shall affect OpenCompany’s rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and OpenCompany have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT OPENCOMPANY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
14.3 IN PARTICULAR, OPENCOMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OpenCompany OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 OPENCOMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPENCOMPANY, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF ANTICIPATED SAVINGS, WASTED EXPENDITURE, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH OpenCompany MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) YOUR FAILURE TO PROVIDE OpenCompany WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON OPENCOMPANY’S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT OPENCOMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16.1 You shall defend, indemnify, and hold harmless OpenCompany, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Services, or the Content, violation of these Terms, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of OpenCompany).
16.2 You agree that OpenCompany reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with OpenCompany in asserting any available defenses.
17. Other content
18.1 The Services may include hyperlinks to other web sites or content or resources. OpenCompany may have no control over any web sites or resources which are provided by companies or persons other than OpenCompany.
18.2 You acknowledge and agree that OpenCompany is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
18.3 You acknowledge and agree that OpenCompany is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18. Changes to the Terms
19.1 OpenCompany may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, OpenCompany will make a new copy of the Universal Terms available at https://carrot.io/terms and any new Additional Terms will be made available to you from within, or through, the affected Services.
19.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, OpenCompany will treat your use as acceptance of the updated Universal Terms or Additional Terms.
19. General legal terms
20.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and OpenCompany and govern your use of the Services (but excluding any services which OpenCompany may provide to you under a separate written agreement), and completely replace any prior agreements between you and OpenCompany in relation to the Services.
20.3 You agree that OpenCompany may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
20.4 You agree that if OpenCompany does not exercise or enforce any legal right or remedy which is contained in the Terms (or which OpenCompany has the benefit of under any applicable law), this will not be taken to be a formal waiver of OpenCompany’s rights and that those rights or remedies will still be available to OpenCompany.
20.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies of which OpenCompany is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
20.7 The Terms, and your relationship with OpenCompany under the Terms, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and OpenCompany agree to submit to the exclusive jurisdiction of the courts located within the Middlesex County , Massachusetts to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that OpenCompany shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.