Terms

Effective Date: Apr 4, 2025

These Terms and Conditions ("Agreement") govern your access and use of the software application ("Platform") provided by OpenJar Tech, LLC ("OpenJar," "we," "our," or "us"). By using the Platform, you ("Customer," "you," or "your") agree to be bound by this Agreement.

1. Definitions

For purposes of this Agreement:

Platform: The cloud-based software application, services, and APIs provided by OpenJar that enable data sharing, analysis, and enhancement.
Customer Data: All data uploaded, submitted, or otherwise made available by you in connection with your use of the Platform, including but not limited to components, BOMs, customer records, supplier records, purchase data, and metadata.
Pooled Data: Anonymized and aggregated Customer Data that contributes to a shared dataset for the benefit of all users. Pooled Data is irrevocable and retained by OpenJar after contribution.
Private Data: Customer Data that is specific to your organization and not included in the shared dataset. Private Data can be revoked and deleted upon termination.
AI/ML Output: Any results, recommendations, insights, or analytics generated by OpenJar’s artificial intelligence or machine learning algorithms.
ITAR: The International Traffic in Arms Regulations governed by the U.S. Department of State, which restricts the export of controlled technical data.
API: An application programming interface provided by OpenJar to allow integration between the Platform and other systems.
Third-Party Integration: Any connection between the Platform and external software or services not controlled by OpenJar, including ERP, PLM, or MRP systems.

2. Use of Platform

The Platform enables customers to upload and share data (including but not limited to: components, bills of material (BOMs), customer records, supplier records, and purchase history) to receive insights and data enhancements via a crowdsourced data processing and analytics engine. Access to the Platform is provided as a subscription service.

3. Data Contribution and Classification

By using the Platform, you may upload data that contributes to the shared knowledge base. Contributed Data will be classified as follows:

Pooled Data: Certain data types (such as anonymized components, alternates, descriptions, and aggregated attributes) will be anonymized and aggregated into a shared data pool. Once contributed, Pooled Data becomes non-revocable and may be retained indefinitely by OpenJar to improve the platform, regardless of subscription status.
Private Data: Data considered unique or sensitive to your business (such as complete BOMs or customer-specific relationships) will be designated as Private Data. You may revoke access to Private Data at any time by terminating your participation in the Platform. Upon termination, Private Data will be deleted within a commercially reasonable time, unless otherwise required for legal compliance.

You are solely responsible for ensuring that any data you contribute does not violate any laws or third-party rights, including export control regulations.

4. AI and Machine Learning Usage

The Platform uses artificial intelligence (AI) and machine learning (ML) to generate data insights, alternate recommendations, and enhancements. OpenJar does not guarantee the accuracy or suitability of any recommendation or result. You are solely responsible for reviewing, validating, and making decisions based on the output of the Platform.

OpenJar disclaims any liability arising from the use of AI-generated outputs. Use of any insight or recommendation is at your own risk.

5. Compliance with Export Laws (Including ITAR)

You agree not to upload, share, or expose full bills of material (BOMs) that are subject to ITAR or similar export controls without appropriate authorization and clear identification.

For the purposes of this Agreement:

ITAR restrictions apply to complete BOMs, Drawings, Schematics, and Design Files that could constitute controlled technical data.
Individual component records, descriptions, and alternates are not considered ITAR-controlled and may be used in the Platform’s aggregated data pool.

You are responsible for ensuring that your use of the Platform complies with all applicable export control laws.

6. Confidentiality, Data Security, and Access Controls

6.1 Confidentiality Obligations

OpenJar will treat all Private Data you submit to the Platform as confidential and will not disclose it to third parties except as necessary to:

Comply with legal obligations;
Enforce this Agreement;
Prevent harm or misuse.

OpenJar employees and contractors are bound by confidentiality obligations and only have access to data on a need-to-know basis.

6.2 Security Measures

OpenJar employs industry-standard security measures, including but not limited to:

Encryption of data in transit and at rest;
Access logging and monitoring;
Network firewalls and access controls;
Multi-factor authentication for internal systems;
Regular security audits and vulnerability assessments.

Despite these measures, no system is immune to risks. You acknowledge and accept this residual risk when using the Platform.

6.3 Customer Responsibilities

You are responsible for:

Maintaining the confidentiality of your login credentials;
Preventing unauthorized access to your account;
Ensuring that any data you upload complies with your internal data classification, export controls, and data privacy policies.

You are also responsible for validating the integrity and sensitivity of data before submission to the Platform.

7. Subscription and Termination

Use of the Platform is governed by a subscription agreement. You may terminate your subscription at any time. Upon termination:

Access to the Platform will be disabled.
Private Data will be removed as described in Section 3.
Pooled Data will be retained and used in perpetuity.

8. Limitation of Liability

To the fullest extent permitted by law, OpenJar shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or use, arising out of or related to your use of the Platform.

9. Warranties and Disclaimers

The Platform is provided “as is” and “as available” without warranties of any kind. OpenJar disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10. Modifications

We may update this Agreement from time to time. Continued use of the Platform after any changes constitutes your acceptance of the revised terms. We will provide reasonable notice for any material changes.

11. Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles. All disputes shall be resolved in the courts located in Dallas County, Texas.

12. Contact Information

For questions about these Terms and Conditions, contact us at:

OpenJar Tech, LLC
Email: admin@openjartech.com
Website: www.openjartech.com

13. API Access and Usage

If you use OpenJar’s APIs to send or retrieve data:

You must protect your API credentials and ensure they are not exposed publicly.
You may not use the APIs in a way that causes excessive system load, degrades platform performance, or attempts to extract data beyond the access granted to you.
OpenJar may monitor and rate-limit API usage to maintain overall platform stability.
OpenJar reserves the right to suspend or revoke API access at any time, especially in the event of misuse, security concerns, or violation of these Terms.

All data submitted via the API is subject to the same data classification and confidentiality rules outlined in this Agreement.

14. Third-Party System Integrations

If you choose to integrate the Platform with external systems (such as ERPs, PLMs, MRP systems, or custom tools), you do so at your own risk. OpenJar provides integration points "as-is" and does not warrant compatibility or correctness of third-party data exchange.

OpenJar is not liable for:

Data loss or corruption resulting from external system integrations;
Business interruptions due to changes or failures in external systems;
Unauthorized access caused by poor integration practices on the customer’s side.

You are responsible for securing and validating any external system credentials or tokens used in the integration.

15. Service Availability and Uptime Disclaimer

OpenJar strives to maintain high platform availability, but makes no guarantees of uninterrupted access. The Platform may be unavailable due to:

Scheduled maintenance (with reasonable prior notice);
Unscheduled downtime due to infrastructure issues;
External factors beyond our control (e.g., internet outages, cloud provider incidents, or force majeure events).

OpenJar will make commercially reasonable efforts to notify customers of major service disruptions and restore service promptly.

No service-level agreement (SLA) is implied or guaranteed unless explicitly agreed to in a separate signed contract.

16. Acceptable Use and Restrictions

You agree to use the Platform only for lawful and authorized purposes, consistent with this Agreement. Without limiting the foregoing, you shall not:

Access or use the Platform for any purpose other than internal business purposes related to supply chain, sourcing, procurement, or operations;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform or its AI/ML models;
Use the Platform to develop, market, or sell a competing service, dataset, or analytics offering;
Bypass or breach any security or authentication measures;
Use the Platform to store or transmit infringing, libelous, or otherwise unlawful material;
Share Platform access credentials or allow unauthorized third parties to access the Platform;
Submit false or misleading data with the intent to disrupt the integrity of the crowdsourced dataset;
Attempt to gain unauthorized access to other users’ data or accounts;
Use automated scripts, bots, or scraping tools to extract or monitor data without written permission.

Violation of this section may result in immediate suspension or termination of access, without refund, and may subject you to legal liability.

17. Fees and Payment

Access to the Platform is provided on a subscription basis, subject to the pricing and billing terms outlined in your order form or service agreement.

All fees are non-refundable unless otherwise stated in writing.
Subscription fees are due in advance for each billing cycle.
If payment is not received by the due date, OpenJar may suspend or terminate access to the Platform.
Customer is responsible for any applicable taxes, except those based on OpenJar’s income.

Changes to pricing will be communicated with reasonable notice and will not take effect until the start of the next billing cycle.

18. Intellectual Property

18.1 Ownership

All rights, title, and interest in and to the Platform, including all software, algorithms, analytics, models, user interfaces, and aggregated datasets, are and will remain the exclusive property of OpenJar and its licensors. This includes any enhancements, modifications, or derivative works made as a result of your use.

Customer retains all rights to its original Customer Data submitted to the Platform, subject to the classification described in Section 3 (Pooled Data vs. Private Data).

18.2 License Grant

OpenJar grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the term of your subscription, solely for your internal business purposes and in accordance with this Agreement.

You grant OpenJar a non-exclusive, worldwide, royalty-free license to use, process, analyze, and enhance your data as necessary to deliver services, subject to the classification terms in Section 3.

18.3 Feedback

If you provide feedback, suggestions, or recommendations related to the Platform, OpenJar may use such feedback without restriction or obligation.

19. Indemnification

You agree to indemnify, defend, and hold harmless OpenJar Tech, LLC and its officers, directors, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your violation of this Agreement;
Your use of the Platform in violation of applicable law or regulation;
Any data, content, or materials you submit to the Platform, including but not limited to claims that such data infringes or misappropriates the intellectual property, proprietary, or privacy rights of a third party.

This indemnification obligation survives termination of your access to the Platform.