User Agreement

User Agreement for openpo.com

BY ACCEPTING ELECTRONICALLY OR ENTERING INTO AN ORDER THAT INCORPORATES THIS USER AGREEMENT ("Agreement"), THE INDIVIDUAL OR LEGAL ENTITY ("Customer") AGREES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN CUSTOMER’S ACCESS TO AND USE OF WHEATISLE PTY LTD ("Wheatisle") SERVICES. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF SUCH ACCEPTANCE OR EXECUTION ("Effective Date").

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THE AGREEMENT. CUSTOMER WILL NOT ACCESS OR USE THE SERVICES WITHOUT PRIOR WRITTEN CONSENT FROM WHEATISLE IF CUSTOMER IS, BECOMES, OR IS ACTING ON BEHALF OF A DIRECT COMPETITOR TO WHEATISLE OR ITS AFFILIATES

1. Access and Use

1.1 Right to Access and Use

Subject to the terms and conditions of this Agreement and in consideration of the fees specified in any Order, Wheatisle grants Customer a worldwide, nonexclusive, non-transferable right to access and use Wheatisle’s Services, and any other Wheatisle Properties made available to Customer for use with such Services, during the Term and for Customer’s own business purposes. Users may exercise the use and access rights granted to Customer under this Agreement.

1.2 Restrictions

Customer will access and use Wheatisle Properties in compliance with this Agreement and applicable laws and regulations. Access to and use of Wheatisle Properties are subject to the applicable restrictions and limitations specified in an Order, Documentation, and Wheatisle’s Policies published as of the Term’s start date. Without limiting the foregoing, Customer will not:

▪ Commercially sell, resell, license, sublicense, distribute, or frame the Wheatisle Properties

Customer will promptly notify Wheatisle of any known unauthorized access to or use of Wheatisle Properties. Customer is responsible for Users’ access to and use of Wheatisle Properties. Any restriction or limitation on, or representation or warranty regarding, Customer’s access and use under this Agreement is deemed to apply to Users.

2. Processing of Customer Content

2.1 Processing

Customer represents and warrants that it has all rights, permissions, and consents necessary to: (a) submit all Customer Content to the Services; and (b) grant Wheatisle the limited rights to process Customer Content as set forth herein. Customer hereby grants Wheatisle a worldwide, non-exclusive, nontransferable right to use and otherwise process Customer Content on behalf of Customer under this Agreement for purposes including:

▪ Providing, supporting, or optimizing the Services;

▪ As required by applicable law;

▪ As requested by Customer in writing or permitted by Customer via Service access controls

▪ Addressing technical problems with the Services or violations of this Agreement

Wheatisle’s right to process Customer Content does not excuse any obligation of Wheatisle relating to Customer Content under this Agreement.

2.2 Security

Wheatisle has implemented and will maintain information security practices and safeguards designed to secure and preserve the integrity and confidentiality of the Services and Customer Content, as described in the Security Practices published on the openpo.com website.

3. Intellectual Property and Proprietary Rights

3.1 Wheatisle

As between the parties, all right, title, and interest in and to Wheatisle Properties and Wheatisle’s Confidential Information is owned by Wheatisle. Except as expressly set forth in this Agreement, Wheatisle does not convey any right, title, or interest in or to Wheatisle Properties or Wheatisle’s Confidential Information.

3.2 Customer

As between the parties, Customer retains all its right, title, and interest in and to Customer Content and Customer’s Confidential Information. Except as expressly set forth in this Agreement, Wheatisle acquires no right, title, or interest from Customer in or to Customer Content or Customer’s Confidential Information.

4. Confidentiality

4.1 Definition

“Confidential Information” means all non-public, proprietary, business, technical, legal, or financial information disclosed in connection with this Agreement.

4.2 Obligations

The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except as expressly permitted under this Agreemen

5. General Terms

This Agreement and any related Orders represent the entire agreement between Wheatisle Pty Ltd and Customer with respect to the Services. All disputes shall be governed by the laws of [Insert Jurisdiction], and both parties consent to the exclusive jurisdiction of the courts located therein.

[Additional provisions will be detailed as per the full structure of the original document.]