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This Standard Contract for Opensee Explorer (the "Standard Contract") sets forth the terms and conditions applicable to the use of the Opensee Explorer platform ("Platform") by any individual or entity accessing the Platform ("Evaluator"). This Standard Contract governs the Evaluator’s access and use of Opensee Explorer for evaluation purposes, including the management of drafted data models, data ingestion, and testing of analytics and simulation capabilities.
This Standard Contract applies exclusively to the use of Opensee Explorer when offered under these terms and conditions. Access to the Platform pursuant to this Standard Contract, and the Evaluator’s use of the Platform, constitutes the Evaluator’s acceptance of these Terms and entry into this Agreement (the "Agreement").
Unless defined elsewhere in this Standard Contract, terms in initial capital letters have the meanings set forth in Section 12. Opensee and the Evaluator may be referred to collectively as the “Parties” or individually as a “Party.”
Opensee will grant the Evaluator time-limited access to Opensee Explorer, as described in the access authorization details communicated to the Evaluator. This access allows the Evaluator to test the Platform’s analytics and data modeling capabilities. Opensee Explorer is available as a SaaS service hosted within Opensee’s private cloud environment, and all activities on the Platform must comply with the terms of this Agreement.
Additional information regarding the Platform, including:
This information will be provided through official documentation shared with the Evaluator.
Each use of the Platform by the Evaluator is governed by this Standard Contract, along with any specific access instructions communicated during the evaluation, and any applicable non-disclosure agreements (NDA) (as defined in Section 6.3). These documents, along with any mutually agreed-upon amendments (as described in Section 12.3), collectively constitute the entire agreement between the Evaluator and Opensee (the "Agreement"). Each use of Opensee Explorer is treated as a separate engagement governed by these terms.
In the event of a conflict between the components of this Agreement, the following order of precedence will apply:
Opensee grants Evaluators a non-exclusive, non-transferable, limited license to access and use Opensee Explorer solely for testing and evaluation purposes during the specified evaluation period. This license is provided without the right to sub-license, transfer, or use the platform for commercial purposes beyond the scope of this Agreement.
Opensee reserves the right to terminate or suspend access to the platform at any time, with or without cause or notice. Upon termination, the Evaluator must cease all use of the platform and ensure the removal of any uploaded data. Opensee will delete all data after the termination period unless otherwise specified.
Except as expressly permitted under this Agreement, Evaluators may not:
(a) Copy the platform or any associated materials, in whole or in part.
(b) Distribute copies of any part of the platform or associated documentation to any third party.
(c) Modify, adapt, translate, make alterations to, or create derivative works based on any part of the platform.
(d) Decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the platform, except as permitted by law.
(e) Rent, loan, sub-license, lease, distribute, or attempt to grant any rights in the platform or associated materials to third parties.
(f) Use the platform to act as a service bureau, consultant, or application service provider.
(g) Permit unauthorized third-party access to the platform or any part of it.
The platform may include or be provided with Open Source Software. If the use of such software is subject to a license, details and applicable licenses will be referenced in the platform documentation. The terms of this Agreement will apply to the Open Source Software to the extent they are not prohibited by the open-source license. If the open-source license requires specific terms (e.g., access to source code or modification rights), those terms will apply only to the open-source component and not to the platform as a whole.
Any shrink-wrap, click-acceptance, or additional terms provided with the platform or any part thereof will be void and non-binding. For clarity, product documentation or listing terms related to the evaluation are not considered "Additional Terms" subject to this provision.
The platform is not designed for use in high-risk environments where failure could lead to severe physical or environmental harm, including but not limited to:
Evaluators agree not to use the platform for such high-risk activities, and Opensee disclaims all liability for any consequences resulting from unauthorized use in these environments.
If an Evaluator is granted access to the Opensee Explorer platform for evaluation, Opensee will provide the Platform as a SaaS service. This access will be provided promptly upon authorization and will remain available until the end of the specified evaluation period or until earlier termination, as defined in this Agreement.
Opensee will supply the access credentials, passwords, or API keys ("Keys") necessary for the Evaluator to access and use the Platform during the evaluation. The scope and terms of access, including any technical requirements, will be described in the documentation or communication provided by Opensee upon granting access.
Opensee will make available to the Evaluator documentation and user guides concerning the use and operation of Opensee Explorer. This documentation may include technical specifications, security practices, and any limitations on use.
Support services, if available, will be provided as described in the documentation or any supplemental materials communicated by Opensee. The availability and scope of support may vary based on the geography or specific conditions of the evaluation period.
Subject to the limited license granted in this Agreement, Opensee retains all right, title, and interest in and to the Opensee Explorer platform, including all associated intellectual property rights and proprietary rights.
Nothing in this Agreement will be construed as granting the Evaluator any ownership rights or proprietary rights in or to Opensee Explorer, the platform’s underlying technologies, or any associated documentation. All rights not expressly granted in this Agreement are reserved by Opensee.
Evaluators may, at their discretion, provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding Opensee Explorer or related support services ("Feedback"). However, Feedback must not contain any proprietary rights or confidential information belonging to the Evaluator or third parties.
Opensee may use and incorporate such Feedback into its products or services without any compensation, attribution, or obligation to the Evaluator. Opensee’s use of Feedback will not identify the Evaluator as the source of the feedback unless otherwise agreed upon.
Feedback is provided by the Evaluator “as is” and without warranty of any kind. Evaluators have no obligation to provide Feedback, and any Feedback submitted is non-confidential.
Opensee represents and warrants to the Evaluator that:
(a) During the specified evaluation period, Opensee Explorer will conform, in all material respects, to the provided documentation.
(b) The platform will not contain any automatic shutdown, lockout, “time bomb,” or similar mechanisms that interfere with the Evaluator's use of the platform during the agreed evaluation period. Opensee may, however, provide access keys that expire at the end of the evaluation.
(c) Opensee will apply industry-standard security practices to protect the platform from viruses, malware, and harmful code. Opensee will regularly scan the platform to detect and mitigate security vulnerabilities.
(d) Use of Opensee Explorer by the Evaluator will not subject any of the Evaluator’s data, materials, or integrated software to open-source obligations or licensing requirements that would mandate redistribution or disclosure of the Evaluator’s proprietary information.
Opensee warrants that any support services provided during the evaluation will be performed professionally and with a reasonable level of care and skill, consistent with industry practices for similar services and in accordance with the provided documentation.
If the Opensee Explorer platform or associated services do not perform as described, Opensee may, at its discretion:
(a) Offer suggestions or updates that may help resolve the issue during the evaluation period, or
(b) Allow the Evaluator to continue the evaluation as-is, acknowledging the reported issue, without further obligation to resolve it during the evaluation period.
As Opensee Explorer is offered free of charge, the Evaluator’s sole remedy for any non-conformity will be to choose to stop using the platform. Opensee has no further liability or commitment beyond what is outlined in this section.
Opensee will have no liability or obligation under these warranties for issues arising from:
(a) The Evaluator’s use of the platform in violation of this Agreement or applicable laws.
(b) Any modifications made to the platform by the Evaluator or any third party not authorized by Opensee.
(c) Use of the platform with third-party software or hardware not specified or recommended by Opensee in the documentation.
(d) Use of the platform in a manner inconsistent with the provided documentation, where such use causes the non-conformity
Each Party warrants that it will comply with all applicable international, national, and local laws, regulations, and rules relevant to the performance of this Agreement, including those governing data privacy, security, and export controls.
Each Party represents and warrants that:
(a) Opensee has the power and authority to provide access to the Opensee Explorer platform and fulfill its obligations under this Agreement.
(b) The Evaluator, by accessing the platform, represents that they have legal capacity to enter into this Agreement for the purpose of testing and evaluation, either in their individual capacity or as an authorized agent on behalf of their organization (if applicable).
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Opensee does not warrant that:
(a) The Opensee Explorer platform will meet the Evaluator’s specific requirements.
(b) The platform’s operation will be uninterrupted or error-free.
“Confidential Information” means any non-public information directly or indirectly disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), or made accessible to the Receiving Party, in connection with this Agreement, which is designated as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information includes, without limitation:
Any third-party information that the Disclosing Party is required to maintain as confidential.
Confidential Information does not include information which:
(a) Was publicly known or made available to the public before its disclosure;
(b) Becomes publicly known after disclosure through no fault of the Receiving Party;
(c) Was lawfully in the Receiving Party’s possession, without restriction, before the Disclosing Party’s disclosure;
(d) Is lawfully received from a third party without restriction on use or disclosure; or
(e) Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.
Each Party reserves all rights in its Confidential Information, except for the limited rights expressly granted in this Agreement. For clarity, all Opensee Explorer platform materials are considered Confidential Information of Opensee.
Each Party agrees to protect and maintain the confidentiality of the other Party’s Confidential Information by taking reasonable precautions to prevent unauthorized use or disclosure. Each Party will:
If either Party becomes aware of any unauthorized use or disclosure of the other Party’s Confidential Information, it will promptly notify the Disclosing Party and cooperate reasonably to limit the impact of the disclosure.
Opensee and the Evaluator may agree to a separate Nondisclosure Agreement (NDA). If such an NDA is executed, it will supersede the confidentiality terms in Sections 6.1 through 6.2 for any disclosures made during the evaluation period.
This section applies to the Evaluator’s use of Opensee Explorer, which is provided as a SaaS service for evaluation purposes.
The Evaluator must not use Opensee Explorer to:
(a) Store, upload, or transmit any infringing or illegal content, or any viruses, "Trojan horses," or other harmful code.
(b) Engage in phishing, spamming, denial-of-service attacks, or other fraudulent or illegal activities.
(c) Interfere with or disrupt the platform's integrity, security, or performance, or circumvent any security controls.
(d) Perform penetration testing, vulnerability testing, or other security testing without prior written authorization from Opensee.
The Evaluator must not store or process Highly Sensitive Information on Opensee Explorer. "Highly Sensitive Information" includes:
Opensee is not responsible for any Highly Sensitive Information uploaded to the platform in violation of this section.
Opensee reserves the right to suspend or terminate access to Opensee Explorer if:
(a) The Evaluator’s activities pose a material risk to the security or operation of the platform, Opensee’s infrastructure, or other users.
(b) The Evaluator violates this Agreement or engages in illegal or fraudulent activities.
(c) The Evaluator uploads Highly Sensitive Information, contrary to the terms of this Agreement.
Opensee will make reasonable efforts to limit the scope and duration of any suspension and will restore access once the issue has been resolved.
The Evaluator retains sole ownership of all data and materials uploaded to Opensee Explorer, including any proprietary or confidential information. Nothing in this Agreement grants Opensee ownership of or proprietary rights to the Evaluator's data.
The Evaluator represents and warrants that it has obtained all necessary consents, authorizations, and rights to upload and use data on the platform, including any permissions required for third-party access or sharing.
The Evaluator grants Opensee a non-exclusive, non-transferable, and revocable license to use uploaded data and materials solely for the purpose of providing the evaluation platform and fulfilling the terms of this Agreement. Opensee will not use, disclose, or distribute the Evaluator's data except as necessary to provide the platform or as permitted by the Evaluator.
Opensee may collect system data (e.g., logs or metadata) generated by the Evaluator’s use of the platform to monitor, maintain, and improve the platform’s performance. System data will not contain personally identifiable information or Confidential Information and will be used solely for internal purposes.
Opensee retains the right to use aggregated or anonymized data that does not identify the Evaluator or any third party, for purposes such as platform improvement and usage analytics. This data will not be used to target the Evaluator or derive insights about their specific activities.
Opensee will implement industry-standard security practices to protect the Evaluator’s data during the evaluation period. If Opensee becomes aware of a security incident involving unauthorized access, loss, or misuse of the Evaluator’s data, Opensee will notify the Evaluator as soon as reasonably possible, unless prohibited by law. Opensee will investigate the incident and take appropriate steps to mitigate any further unauthorized access or loss.
Both Opensee and the Evaluator agree to comply with applicable data protection laws, including GDPR, CCPA, and other relevant legislation. Each Party will act in good faith to follow best practices and guidance issued by regulatory authorities.
If personal data is processed as part of the evaluation, the Parties may enter into additional privacy and data processing agreements to ensure compliance with applicable data protection laws. No personal data will be processed or transferred under this Agreement without the necessary privacy and security measures in place.
In the event of a breach of this section, the non-breaching Party will be entitled to seek injunctive relief to prevent further violations, in addition to any other remedies available under the law.
(a) Neither Party will be liable to the other for any indirect, special, punitive, incidental, or consequential damages, including loss of data, loss of profits, or business interruption, arising out of or in connection with this Agreement, whether such damages are based in contract, tort, or other legal theory, even if advised of the possibility of such damages.
(b) As Opensee Explorer is provided free of charge, Opensee’s aggregate liability under this Agreement is USD 0, regardless of the legal theory upon which any claim is based.
The limitations in Section 8.1 will not apply to either Party’s gross negligence, willful misconduct, or fraud.
As Opensee Explorer is a free evaluation service, Opensee is not responsible for any third-party claims, defense costs, government fines, or penalties arising from security incidents or data protection violations. The Evaluator agrees that Opensee has no liability for any such claims or costs.
Opensee will take reasonable steps to secure the platform; however, Opensee assumes no liability for any security incidents or related damages. The Evaluator acknowledges that the platform is used at their own risk, and Opensee is not liable for any costs related to breach notifications, remediation, or third-party claims.
As a free evaluation platform, Opensee Explorer is provided as-is, and Opensee assumes no liability for the actions, data, or materials uploaded by the Evaluator. The Evaluator is solely responsible for:
(a) Ensuring that their use of the platform complies with all applicable laws and regulations, including data privacy laws.
(b) Ensuring that any data or materials uploaded do not infringe upon third-party intellectual property or proprietary rights.
(c) Managing any third-party claims resulting from their use of the platform or the data they upload.
Opensee provides no indemnification or defense for any claims arising from the use of Opensee Explorer. The Evaluator agrees to use the platform at their own risk and acknowledges that Opensee will not be held liable for any damages, fines, penalties, or legal actions related to their activities on the platform.
If any claim or dispute arises regarding the use of the platform, the Evaluator will be solely responsible for resolving the issue. Opensee assumes no responsibility for any intellectual property disputes, data breaches, or security incidents resulting from the Evaluator’s activities on the platform.
This Agreement remains in effect for the duration of the evaluation period granted to the Evaluator, unless terminated earlier by either Party under the terms of this Agreement.
Either Party may terminate this Agreement if the other Party materially breaches any term of this Agreement and fails to remedy the breach within 15 days after receiving written notice from the non-breaching Party. Opensee may also terminate the Evaluator’s access immediately and without notice if:
(a) The Evaluator violates the acceptable use policy or security restrictions outlined in Section 7.
(b) The Evaluator uploads highly sensitive or illegal data to the platform.
Upon termination or expiration of this Agreement:
The Evaluator is responsible for retrieving any uploaded data before the end of the evaluation period. If the Evaluator fails to do so, Opensee will not be obligated to retain, return, or assist in retrieving such data. All Evaluator data will be deleted within 30 days following the expiration or termination of this Agreement.
The confidentiality obligations outlined in Section 6 will remain in effect for five years following termination, or as long as any Confidential Information remains a trade secret.
This Agreement is governed by the laws of the State of New York, excluding its conflict of laws principles. Any disputes arising from this Agreement will be resolved exclusively in the state or federal courts located in New York City, New York. Each Party irrevocably consents to the jurisdiction of these courts and waives any objection to venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Neither Party may assign or transfer this Agreement or any of its rights or delegate any duties without the prior written consent of the other Party, which will not be unreasonably withheld. Notwithstanding the above:
Any unauthorized assignment will be null and void. This Agreement will benefit the Parties and their permitted successors and assigns.
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or communications regarding its subject matter. Modifications to this Agreement must be made in writing and signed by both Parties to be valid.
Each Party agrees to comply with all applicable export laws and regulations. Neither Party will use or transfer any materials, data, or software in violation of export controls or sanctions imposed by the United States or other relevant jurisdictions.
Neither Party will be liable for any failure or delay in performance caused by events beyond their reasonable control, including natural disasters, acts of government, labor disputes, or technical failures (“Force Majeure Events”). If a Force Majeure Event prevents performance for more than 14 days, either Party may terminate this Agreement with notice to the other Party.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither Party may bind or obligate the other Party in any way.
This Agreement creates no rights or obligations for third parties, except as expressly provided for indemnified parties in Section 9.
Notices under this Agreement must be provided in writing. Acceptable methods include email, personal delivery, certified mail, or courier service. Notices will be effective upon confirmation of receipt.
Failure by either Party to enforce any provision of this Agreement will not be considered a waiver of that provision. Waivers must be in writing to be valid.
Neither Party may use the other Party’s name, trademarks, or branding for any publicity, advertising, or press release without prior written consent.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Evaluator Data” refers to all data, records, files, and information (including text, images, or software) that the Evaluator uploads, inputs, or otherwise provides during their use of Opensee Explorer.
“Evaluator Materials” refers to all property, data, or content the Evaluator provides to Opensee as part of their evaluation activities.
“Documentation” means the manuals, instructions, specifications, release notes, or any other material Opensee provides to assist in using Opensee Explorer.
“Opensee’s Computing Environment” means the cloud infrastructure and systems used by Opensee to provide access to the Explorer platform.
“Personal Data” means any information relating to an identified or identifiable person, including data protected by applicable privacy laws, such as the GDPR or CCPA.
“Proprietary Rights” include all intellectual property and proprietary rights worldwide, including patents, copyrights, trade secrets, trademarks, and database rights.
“Processing” refers to any action performed on data, including collection, storage, use, transfer, or deletion, whether or not by automated means.
“Subcontractor” means any third party to whom Opensee delegates any of its obligations under this Agreement.
“System Data” refers to information collected by Opensee’s systems related to platform configuration, usage, and performance, which may be used for platform monitoring and improvements. System Data does not include Evaluator Data.
“User” refers to any individual or software authorized by the Evaluator to access Opensee Explorer during the evaluation period.
The definitions provided in Section 12 of the Terms and Conditions apply to this DPA. Additional definitions include:
1.1 "Data Controller" means the entity that determines the purposes and means of Processing Personal Data. For the purpose of this DPA, the Evaluator is the Data Controller.
1.2 "Data Processor" means the entity that processes Personal Data on behalf of the Data Controller. Opensee acts as a Data Processor for Evaluator Data uploaded to Opensee Explorer.
1.3 "Data Subject" means the individual to whom Personal Data relates.
1.4 "International Data Transfer" means any transfer of Personal Data from a jurisdiction in which data protection laws apply to another jurisdiction without equivalent data protection laws
The Evaluator determines the purposes and means of Processing any Personal Data uploaded to Opensee Explorer. The Evaluator warrants that they have obtained all necessary permissions and consents to upload Personal Data.
Opensee will only Process Personal Data on the Evaluator's instructions and for the purposes of operating the evaluation platform. Opensee will not sell or share Personal Data with third parties.
The purpose of the Processing is to provide the Evaluator with access to Opensee Explorer for evaluation and testing.
Opensee will collect, store, and manage Personal Data only to the extent necessary to operate the platform.
Opensee will retain Personal Data only for the duration of the evaluation period, after which all data will be deleted or anonymized within 30 days, unless otherwise agreed.
If the Evaluator receives a request from a Data Subject to exercise their rights (e.g., access, correction, deletion), Opensee will assist the Evaluator, to the extent possible, in responding to such requests.
The Evaluator may delete Personal Data directly during the evaluation period. Upon request, Opensee will provide confirmation of deletion within a reasonable time after the end of the evaluation period.
Opensee will implement appropriate technical and organizational measures to protect Personal Data against unauthorized access, accidental loss, or unlawful Processing, including:
If Opensee processes Personal Data outside the jurisdiction where the Evaluator is located, such transfers will comply with International Data Transfer Mechanisms (e.g., Standard Contractual Clauses or other approved safeguards).
7.1 Opensee may engage Subprocessors to assist in the operation of the platform. Opensee will ensure that any Subprocessors comply with the same obligations set out in this DPA.
7.2 Opensee will provide the Evaluator with a list of current Subprocessors upon request. The Evaluator may object to the engagement of a new Subprocessor, provided that such objection is reasonable.
Opensee will promptly notify the Evaluator of any security incident involving Personal Data, including:
Upon termination or expiration of the evaluation period:
Opensee provides the evaluation platform as-is, with no liability for any data-related claims, fines, or damages arising from the Evaluator’s use of the platform. The Evaluator assumes full responsibility for compliance with applicable data protection laws.
This DPA is governed by the laws of the State of New York, and any disputes arising out of this DPA will be resolved in the state or federal courts of New York City, New York.