End User License Agreement
Thank you for choosing the software and services of the OpenMotion AI, Inc. (“OpenMotion”). Below is a copy of the end user license agreement (the “License Agreement”) of our products and services, including, without limitation, trial or/and demonstration versions, website services, apps, software applications, or other services (the “Products”), between you (an individual or entity), hereinafter referred to as “User,” and OpenMotion. Read the terms and conditions of this agreement carefully before installing, accessing, or commencing use of OpenMotion’s software and services. The License granted hereunder is conditioned upon your acceptance of the terms set forth herein. By clicking “I agree,” you accept and agree to all terms and conditions of this agreement. If you do not accept the terms of this agreement, you should not access the License.
OpenMotion reserves the right to update or change the Agreement at any time at our sole discretion. User’s continued use of OpenMotion’s products or services following any change to the terms indicates your acknowledgment of such changes and agreement to be bound by the modified terms of this License Agreement. If at any time you do not agree to the terms of this License Agreement, you must cease your use of any of OpenMotion’s products or services.
1. License. OpenMotion grants to User a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to download, install, access, and use the Products for User’s personal and internal business purposes strictly in accordance with this License Agreement and associated Acceptable Use Policy.
2. No Provision of Medical Advice. User understands and acknowledges that OpenMotion is not providing User with medical advice of any sort as a result of the information User obtains through their use of OpenMotion’s Products. The ONLY instruction, advice, or other information that OpenMotion may provide will be limited solely to guidance about how to properly use its Products.
All questions concerning User’s physical or medical condition, progress, or the results from use of any Products must be directed to User’s medical provider.
3. User’s Account. In the event your use of the Products requires that you have an account with OpenMotion, you may be required to agree to additional terms at account creation.
4. Changes to this License Agreement. OpenMotion reserves the right to modify this License Agreement at any time and for any reason. OpenMotion will post the most current version of this License Agreement. If OpenMotion makes material changes to this License Agreement, OpenMotion will endeavor to provide you with notice via the Products. Notwithstanding the foregoing, you are responsible for complying with the updated terms posted online on OpenMotion’s website and/or other software applications even if these updated terms appear online at OpenMotion’s website before being posted on a specific application. Your continued use of the Products after OpenMotion publishes notice of changes to this License Agreement indicates your consent to the updated terms.
5. No Included Maintenance and Support. OpenMotion may deploy changes, updates, or enhancements to the Products at any time. OpenMotion may provide maintenance and support for the Products but has no obligation whatsoever to furnish such services to User and may terminate such services at any time without notice. User acknowledge that neither Apple (for iOS Apps) nor Google (for Android Apps) has an obligation to furnish any maintenance or support services in connection with the Products.
6. Intellectual Property Rights. The Products, including any software and all content and materials, including but not limited to text, graphics, images, and software code (collectively, “Intellectual Property”), are the property of OpenMotion or its licensors and are protected by copyright and trademark laws. User understands and agrees that they may not, nor will they permit others to:
copy, adapt, transfer, display, amend, modify, or distribute the Intellectual Property or any other confidential information of OpenMotion;
sell, lease, lend, or otherwise distribute the Intellectual Property or any part thereof;
modify, translate, reverse engineer, decompile, or disassemble the Intellectual Property in any way;
remove any proprietary notices or labels on the Intellectual Property;
use the Intellectual Property or correlated confidential information to develop or create comparable software that competes with the Products; or
use the Products for any commercial purpose.
User acknowledges and agrees that any unauthorized use thereof is a violation of OpenMotion’s Intellectual Property rights and may result in significant damages. All rights not expressly granted to User in this License Agreement are reserved by OpenMotion.
7. Title. Any and all rights to the Products, their contents, and any documentation provided therewith, including title, ownership rights, and intellectual property rights therein shall remain the sole and exclusive property of OpenMotion and/or its suppliers, and User acquires only the limited rights granted in this agreement.
8. Acceptable Use. User agrees that User will not use or encourage others to use the Products or the Service in a way that could harm or impair others’ use of the Products or the Service. Use of the Service and the Products is governed by the Acceptable Use Policy, which can be found at the link below. User also agrees not to violate the usage limits or controls set forth by: (a) the App Store Terms of Service, for iOS users accessing the Apps on an Apple product, or (b) Google Play Terms of Service for Android users accessing the Apps on an Android product.
9. Privacy. In order to operate and provide the Service and the Products, OpenMotion may collect certain information about User, including technical and telemetry data related to your use of the Products and other personal information. We use third-party service providers to help us collect and analyze this data and personal information. OpenMotion uses and protects that information in accordance with the OpenMotion AI Privacy Policy, which can be found at the link below.
10. Consent to Electronic Communications and Solicitation. By downloading or using the Products, User authorizes OpenMotion to send User (including via email, text and push notifications) information regarding the Service and the Products, such as: (a) notices about User’s use of the Service and the Products, including notices of violations of use; (b) updates to the Service and Products and new features or products; and (c) promotional information and materials regarding OpenMotion’s services.
11. Limited Warranty. OpenMotion warrants to User that the Products will perform substantially in accordance with the accompanying documentation for a period of 30 days from the date of purchase. In the event that the Products do not perform in substantial accordance with their accompanying documentation, OpenMotion's entire liability on receipt of proof of purchase and proof of defect in the Products shall be, at OpenMotion's sole option, (i) to repair or replace the Products provided to User, or (ii) to refund the license fee. OpenMotion does not warrant, guarantee, or represent that, (i) the Products will meet User's requirements, (ii) the installation and operation of the Products will be uninterrupted or error-free or run on all hardware, or (iii) defects or errors will be corrected.
12. DISCLAIMER OF WARRANTY. USER HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN SECTION 10, THAT THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER WITH RESPECT TO THE PRODUCTS OR ANY WORK OR SERVICES PERFORMED BY OPENMOTION OR ITS EMPLOYEES, CONSULTANTS OR AGENTS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR RISING OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED, AND THAT THE ENTIRE RISK OF THE USE OF THE PRODUCTS SHALL BE BORNE BY USER, provided that this disclaimer and inclusion is limited so as not to apply in any jurisdiction in relation to a warranty which is legally incapable of exclusion in such jurisdiction.
13. Misuse. Any warranties given hereunder will not apply in the event that (i) the Products are not used in accordance with OpenMotion's instructions, (ii) the products have been altered, modified or converted by User, (iii) the failure to perform relates to the malfunction of User's equipment on which the Products operate or (iv) part or all of the products become inoperative as a result of any other cause beyond the reasonable control of OpenMotion.
14. Termination. OpenMotion may terminate this License Agreement immediately if User is in default of any of its obligations set forth in this License Agreement which it fails to cure within 10 days after service of notice of the default. Either party may terminate this agreement in the event that (i) the other party is in default of any of its material obligations hereunder and such default is not remedied within 30 days of receipt of written notice thereof or (ii) the other party is adjudicated bankrupt or becomes insolvent, makes an assignment for the benefit of creditors, proceedings are instituted by the other party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, the receiver, liquidator or trustee is appointed in respect of any property or assets of the other party or any order is made for the liquidation, dissolution or winding up of the other party. Upon termination or expiration of this License Agreement, User shall cease all use of the Products, shall return to OpenMotion copies of all software, or destroy copies of the software, and all related documentation and User's possession, and shall certify these actions to OpenMotion.
15. The Products are, as applicable, only available for supported devices and browsers and might not work on every device or browser. Determining whether User’s device or browser is a supported or compatible device for use of the Products is solely User’s responsibility, and downloading, using, or accessing the Products is done at User’s own risk. OpenMotion does not represent or warrant that the Products and User’s devices or browsers are compatible or that the Products will work on User’s device or browser.
16. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER APPLE OR GOOGLE SHALL HAVE ANY WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO (A) THE PRODUCTS, AND (B) ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY. GOOGLE AND APPLE EXPRESSLY DISCLAIM 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.
17. Suspension and Termination of the Products or Services. OpenMotion reserves the right to suspend or terminate User’s access to the Products or Services at any time. User understand that if User’s account is suspended or terminated, User may no longer have access to the content that is stored within the Service.
18. Legal Compliance. User represent and warrant that: (a) User is not located in a country that is subject to a United States Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the United States Code of Federal Regulations; (b) User is not located in a country that has been designated by the United States Government as a “terrorist supporting” country; and (c) User is not listed on any U.S. Government list of prohibited or restricted parties. User further agrees not to transport the Products to or use the Products in any such country.
19. Governing Law and Consent to Jurisdiction. This EULA shall be governed by, construed, and enforced in accordance with the laws of the United States and Texas, excluding conflicts of law principles that would cause the law of another jurisdiction to be used to construe this Agreement. Exclusive jurisdiction and venue for all disputes arising under this Agreement shall be in the state and federal courts residing in Travis County, Texas, with respect to all disputes between the parties related to this EULA or the Terms of Use (including but not limited to the enforcement of an award made pursuant to Sections 18, 19, and any action brought by OpenMotion AI, Inc., in a court of law pursuant to Section 20), and User further agrees and submit to the exercise of personal jurisdiction by such courts and expressly forfeit any right User may have to move or transfer a dispute away from such courts to the fullest extent applicable by law. You hereby agree to service of process in accordance with the rules of such courts. In any action or proceeding arising under or related to this EULA or the Terms of Use, the prevailing party shall be entitled to recover costs and attorneys’ fees.
20. Consent To Binding Arbitration. EXCEPT AS OTHERWISE SET FORTH IN SECTION 20 OF THIS EULA, IN THE EVENT USER AND OPENMOTION AI, INC., WORKING IN GOOD FAITH, ARE UNABLE TO RESOLVE ANY DISPUTE ARISING UNDER OR RELATED TO THIS EULA OR THE TERMS OF USE WITHIN THIRTY (30) DAYS FROM SERVICE OF WRITTEN NOTICE OF SUCH DISPUTE BY EITHER PARTY TO THE OTHER PARTY, OR AT SUCH TIME AS IS MUTUALLY AGREED BY THE PARTIES, SUCH DISPUTE SHALL THEN BE DECIDED BY A CONFIDENTIAL, BINDING, NON-APPEALABLE ARBITRATION PROCEEDING IN TRAVIS COUNTY, TEXAS.
The arbitration will be administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) effective as of the date of the Notice of Dispute, which are available at the JAMS website, http://www.jamsadr.com/rules-streamlined-arbitration, as modified by this Agreement. The jurisdiction of the arbitrator (or arbitrators) with respect to legal matters shall be limited only by the statutory and common law of Texas. Each party shall bear and pay one-half of the arbitration fees and costs incurred and billed by JAMS during its administration of the proceeding, subject to reimbursement by the losing party to the prevailing party its fees and costs so incurred. The final award in any such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. Any court with jurisdiction over the parties may enforce the arbitration award.
21. Intellectual Property Disputes. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES THAT ARISES UNDER OR RELATES TO THE COPYRIGHT, TRADEMARK, PATENT OR TRADE SECRET LAW OF THE UNITED STATES OR A STATE (“INTELLECTUAL PROPERTY LAWS”), OPENMOTION AI, INC., MAY, IN ITS SOLE DISCRETION, CHOOSE TO BRING SUIT FOR THE RESOLUTION OF SUCH DISPUTE IN A COURT OF LAW IN TRAVIS COUNTY, TEXAS, RATHER THAN BY WAY OF ARBITRATION PURSUANT TO SECTIONS 18 AND 19.
22. Contact Information. If User has any questions regarding this License Agreement, please contact OpenMotion by email at: info@openmotion.ai; or by mail at: OpenMotion AI, Inc., PO Box 18248, Corpus Christi, TX 78480.
23. Third-Party Beneficiaries. This License Agreement is executed between User and OpenMotion and not between User and any other party, including Apple for iOS users and Google for Android users. User agrees that any claims brought by User arising out of this License Agreement or User’s use of the Products or Services will not be made against Apple or Google, as applicable. Notwithstanding the foregoing, upon User’s acceptance of this License Agreement, allows Apple or Google, as applicable, to enforce this License Agreement against User as a third-party beneficiary thereof. OpenMotion is not responsible for any applicable third-party agreement between User and any third-party, including User’s wireless provider.
Links to OpenMotion AI, Inc. policies: