Terms of Service

2.1 Access to the Services

Open Session grants Customer a revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services and Documentation solely for Customer's internal business purposes. Access requires account setup.

2.2 Access

Each Authorized User is provided unique and confidential credentials that cannot be shared. Customer is responsible for maintaining confidentiality of all credentials and for promptly notifying Open Session of any unauthorized access.

2.3 Support

Open Session will exercise commercially reasonable efforts to provide support and keep the Platform operational. For assistance, email hello@opensession.co.

2.4 Restrictions

Users will not, and will not permit any third party to:

• Sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow unauthorized use of the Open Session Technology;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Open Session Technology, except as permitted by law;
• Use automated processes to scrape, extract, or download data from the Open Session Technology without prior written consent;
• Interfere with the operation of the Open Session Technology or attempt to probe or test its vulnerability without prior written consent;
• Attempt to access the Open Session Technology through any unapproved interface;
• Attempt to circumvent any usage restrictions of the Open Session Technology;
• Modify, copy or make derivative works based on any part of the Open Session Technology;
• Access or use the Open Session Technology to build a similar or competitive product or service;
• Remove, alter, or obscure any proprietary notices of Open Session or its licensors;
• Infringe on any third-party intellectual property rights or breach non-disclosure obligations by uploading User Content;
• Access or use the Services in violation of your enterprise's applicable policies; or
• Otherwise use the Open Session Technology in any manner inconsistent with applicable law, the Documentation, or this Agreement.

2.5 Suspension

Open Session reserves the right to suspend any User's access for failure to comply with Section 2.4, or if Open Session reasonably believes such use poses a risk to system security or integrity.

2.6 User Content

Each User has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. User Content will not:

• Be unlawful;
• Contain sensitive personal information, including personal medical or financial information, or social security numbers;
• Knowingly contain viruses, worms or malicious code intended to damage the Services; or
• Violate the intellectual property, privacy, or other rights of any third party or applicable privacy laws.

2.7 Third-Party Services

Customer may link Third-Party Services to the Platform. Customer acknowledges that:

• Open Session may access User Content provided via a Third-Party Service to deliver the Services;
• Customer is instructing Open Session to share its User Content with the providers of such Third-Party Services;
• Customer is responsible for ensuring it is entitled to grant Open Session access to its account with such Third-Party Service; and
• Customer is responsible for all activity and payment obligations under Third-Party Services.

Third-Party Services are not under the control of Open Session. Open Session does not guarantee the continued interoperability or availability of any Third-Party Service.

2.8 Use of AI Tools

The Platform includes AI Tools. Users may submit Inputs and receive back Outputs. Both are User Content. Inputs will be shared with the third parties that provide the AI Tools.

For clarity, neither Open Session nor its AI Tool providers will use Inputs or Outputs as training data to improve or train their models.

Given the probabilistic nature of machine learning, you acknowledge that AI Tools may result in inaccurate or incomplete Outputs. You, and not Open Session, are solely responsible for your use of AI Tools and any decisions made based on any Output.

2.9 Beta Tools

Open Session may offer new “beta” features for experimental purposes without any warranty of any kind. Beta features may be modified or discontinued at Open Session's sole discretion.

3.1 Open Session Technology

Open Session retains all right, title and interest in and to the Open Session Technology, including any enhancements, improvements, or derivatives. No license or other rights are granted to Customer other than as expressly set forth in this Agreement.

3.2 User Content

Users retain all right, title and interest in and to User Content. Each User grants Open Session a non-exclusive, worldwide, royalty-free license during the Term to use User Content solely to provide the Services. Open Session does not use User Content to train its models.

3.3 Interactions between Users

If a User provides feedback or suggestions to another User, the receiving User has the right to use, reproduce, modify, and incorporate such feedback without any obligation to the providing User.

3.4 Performance Data

All right, title, and interest in Performance Data belongs to and is retained solely by Open Session. Open Session may use Performance Data to operate, improve, and support the Services, provided it will not identify Customer or Customer's Confidential Information.

3.5 Feedback

Open Session may use any Feedback provided by Users in connection with its business, products and services without restriction or consideration. Open Session will not identify Customer as the source of Feedback.

4.1 Restrictions

Each party agrees to (a) use the other party's Confidential Information only as set forth in this Agreement, (b) not disclose it to any third party except as expressly permitted, (c) limit access to employees and contractors with a need to know, and (d) protect it from unauthorized use in a reasonable manner.

4.2 Exclusions

Confidentiality restrictions do not apply to information that (a) becomes generally known through no act of the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is received without restriction from a third party, or (d) is independently developed by the receiving party.

5.1 Term

This Agreement commences when you accept it and continues for so long as you use the Services (the “Term”).

5.2 Termination

Either party may terminate upon written notice if the other party materially breaches the Agreement and does not cure within thirty (30) days, or if the other party becomes insolvent or files for bankruptcy. Open Session reserves the right to terminate at any time without cause upon notice.

5.3 Effect of Termination

Upon termination, all rights and licenses immediately terminate and Customer will cease use of the Platform. Sections 1, 2.4, 3, 4, 5.3, 6.2, 7, 8, and 9 survive termination.

6.1 User Content

User represents and warrants that it has all rights necessary to upload and use its User Content and to grant Open Session all licenses to User Content without violating any third-party intellectual property, privacy, or other rights.

6.2 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE OPEN SESSION TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) OPEN SESSION AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OPEN SESSION DOES NOT WARRANT THAT THE OPEN SESSION TECHNOLOGY WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.

YOU ACKNOWLEDGE AND AGREE THAT OPEN SESSION IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH YOU.

9.1 Governing Law

This Agreement will be governed by the laws of the State of California, exclusive of conflict or choice of law rules.

9.2 Assignment; Subcontractors

Neither party may assign this Agreement without the other party's prior written consent, except that Open Session may assign without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9.3 Notices

Any notice to Open Session must be in writing to hello@opensession.co. Notices to User will be sent to the email address associated with Customer's account.

9.4 Force Majeure

Any delay caused by events beyond a party's control (e.g., war, fire, earthquake, flood, governmental action, pandemic, cloud-service provider outage) will not be considered a breach, provided the affected party uses reasonable efforts to resume performance as soon as possible.

9.5 Publicity

If Customer is an organization, Open Session may use Customer's name and Customer Marks to identify Customer as a customer on its website and marketing materials. Open Session may not use Customer's name or marks in any other way without prior written consent.

9.6 Export

You agree not to use, export, re-export, or transfer any U.S. technical data acquired from Open Session in violation of U.S. export laws or regulations.

9.7 Miscellaneous

This Agreement is the entire understanding of the parties and supersedes all prior understandings. If any provision is held invalid, the remaining provisions will remain in full force. The parties are independent contractors. There are no third-party beneficiaries of this Agreement.

10.1 Arbitration of Disputes

You and Open Session agree that all Disputes that arise out of or relate in any way to your use of the Services or this Agreement will be resolved by binding arbitration. By entering into this Arbitration Agreement, all parties waive their rights to sue in court and have a trial before a judge or jury. This does not preclude either party from (1) bringing claims in small claims court, or (2) seeking equitable relief for infringement of intellectual property rights.

10.2 Informal Dispute Resolution

Before initiating any proceeding, you and Open Session agree to first try to resolve Disputes informally by contacting the other party in writing. If not resolved within forty-five (45) days, either party may commence arbitration. Any Dispute not resolved informally must be filed within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

10.3 Arbitration Procedures

Arbitration will be governed by the Federal Arbitration Act and administered by the National Arbitration & Mediation (“NAM”) in accordance with its Comprehensive Dispute Resolution Rules. The arbitration will be conducted in the county where you reside in California, unless the parties agree otherwise. The arbitrator will issue a final, binding written award.

10.4 Confidentiality

To the fullest extent permitted by applicable law, all materials and documents exchanged during arbitration will be kept confidential.

10.5 Arbitration Fees

The NAM Rules will govern the payment of arbitration fees. The parties shall bear their own attorneys' fees and costs unless the arbitrator finds the Dispute was frivolous or brought for an improper purpose.

10.6 No Class or Representative Actions

You and Open Session agree that all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

10.7 Batch Arbitration

In the event there are ten (10) or more individual requests for arbitration of a substantially similar nature filed against Open Session within a ninety (90)-day period, NAM will administer them in batches of 100 Requests per batch as a single consolidated arbitration (“Batch Arbitration”).

10.8 30-Day Right to Opt Out

You have the right to opt out of this Arbitration Agreement by sending written notice to hello@opensession.co within thirty (30) days of first accepting this Agreement. Your notice must include:

• Your name and address;
• The email address you used to set up your Platform account (if you have one); and
• An unequivocal statement that you want to opt out of this Arbitration Agreement.

Opting out does not affect any other parts of this Agreement.

10.9 Changes to this Arbitration Agreement

Open Session may make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Open Session within thirty (30) days at hello@opensession.co. Continued use of the Services after thirty (30) days constitutes acceptance of the change.