OpenDAX HelpDesk Agreement

Effective starting: 23 April, 2021

The Service Level Agreement describes the services that Openware provides within the framework of the contract concluded between you and Openware. Openware may modify this Agreement from time to time, subject to the terms below. The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the HelpDesk Services (as defined below) or (b) the effective date of the first Order referencing this Agreement. By using or accessing the Helpdesk Services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the HelpDesk Services.

1. Scope

Support services are provided through the Openware OpenDax HelpDesk. The HelpDesk is committed to delivering quality customer service and technical solutions. To ensure the best possible support, the HelpDesk provides you with this Service Level Agreement outlining specific services, priorities, and responsibilities related to the support services. This document represents a service agreement between you and Openware. Note: This service level agreement is subject to modifications in response to changes in technology and support needs.

2. HelpDesk Services

Scope of Service

The OpenDAX HelpDesk provides customer support on any issues not related to software defects. Customers can choose from the standard or priority service options.

Standard Service

The standard package costs $39,000 annually and will include the following:

  • Low consulting priority

  • No dedicated account manager

  • Contact exclusively via email12 hour response time.

Priority Service

The priority package costs $89,000 annually and will include the following:

  • High consulting priority

  • Dedicated account manager

  • Contact via email/call/chat3 hour response time.

Official Records

An official record is kept of all requests for assistance.

3. Setting Priority Levels for Requests

The HelpDesk will make every effort to resolve issues within the response time. HelpDesk staff will log and assign priorities for all requests based on specific definitions. Requests will be handled according to the priority assigned to them.

4. Remote Desktop Access&Management

Depending on the availability of the technical resources, HelpDesk staff will make every effort to resolve issues by using remote tools. This will allow the HelpDesk staff to access the customer’s servers remotely for the purpose of expediting the resolution.

5. Customer Responsibilities

In order to facilitate the support process, you are required to:

• Provide detailed information regarding service requests.

• Make every effort to be available to communicate with HelpDesk if required.

• Notify the HelpDesk in advance of any predetermined required assistance.

6. Fees and Payment

### 6.1. Fees

Standard and Priority HelpDesk Services are offered on an annual subscription basis. If you cancel your Subscription you will no longer be billed but money already paid will not be refunded. If your preferred payment method is invalid for any reason, Openware has the right to terminate the Subscription immediately.Your fees are stated in the applicable Order. Except as otherwise provided in the Order, Your fees will be Openware’s current list.You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. Applicable Fees can be found on the Openware Price List.

6.2. Taxes

All fees listed in the Order are exclusive of any taxes. You will be responsible for all taxes, including sales or use taxes, VAT, export or import taxes.

6.3. Late Payment

If you fail to pay any fees when due, Openware shall be entitled to interest at the rate of five per cent (5%) per annum over the base rate on the overdue amount until it is paid.

6.4. Returns & Refunds

Unless otherwise stated in this Agreement, any fees and payments paid by You to Openware under this Agreement are not refundable, even if either party terminates this Agreement.

7. Term&Termination

Subject to earlier termination as provided below, this Agreement shall commence on the Effective Date and continue for one (1) year; thereafter this Agreement will automatically renew for consecutive periods of one (1) year each (unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then current period). Either party may terminate this Agreement in the event the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days (ten days in the case of non-payment) from receipt of written notice thereof. Without limiting the foregoing, Openware may immediately suspend or limit your access to or use of the Service if in Openware’s reasonable judgment, (a) you are engaging in illegal activities in connection with your use of the Service or (b) the Service or any component thereof is about to suffer a significant threat to security or functionality. Upon termination of this Agreement, all rights granted to you will terminate and you will make no further use of the Services.

8. Confidentiality

During the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). For clarity, the Service Materials are Openware’s Confidential Information. All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information; for the avoidance of doubt, the Service and terms of this Agreement are Confidential Information of Openware. The Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 8 shall not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement.

9. Indemnity

9.1 General

(a) You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; and (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above.(b) We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.

9.2 Intellectual Property

(a) Subject to the limitations in this Section 9, you will defend Openware, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.(b) Neither party will have obligations or liability under this Section 9.2 arising from infringement by your combinations of the Services with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

9.3 Process

In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

10. Warranty & Disclaimer

Openware warrants that it will use commercially reasonable efforts to (i) provide all Professional Services in a professional and workmanlike manner, and (ii) promptly correct all verifiable defects in the Service and Professional Services of which Openware is aware. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, Openware DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. Openware DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.You understand and agree that Openware and its third party suppliers make no representation, warranty or condition that:

• the website and services will be uninterrupted, timely, secure, reliable, accurate or error-free;

• the website and services will meet your requirements;

• the Database obtained through the services will meet your expectations, be suitable for any purpose, or be accurate, complete, reliable, current, timely, adequate, or error-free.

Openware and its third party suppliers disclaim all liability for the use or interpretation of the services data. Services Data may be delayed, inaccurate or contain errors or omissions, and Openware and its third party suppliers will have no liability with respect thereto. Openware does not endorse nor is responsible for the services data of any third party supplier.

11. Limitation of Liability


The extent of Your usage of the Services is dependent on your Subscription plan. You shall not exceed the usage limits associated with your Subscription, as the service will be interrupted until additional payments are made. Unused amounts of call usage will not be carried over from one period to the next. If You exceed your usage limit, the API will return an error message stating that your usage limit has been reached and no further API calls can be made within the current period term. It is your sole responsibility to ensure that your application(s) properly detect and handle any returned error messages. We will make reasonable efforts to help you identify and resolve usage problems, or to review the suitability of your current subscription plan for your needs. Openware reserves the right to limit or throttle the number of network calls available to your application(s) if we (in its sole discretion) believe that such calls are being made for malicious reasons, or as the result of a technical error.

12. Non Solicitations

Until one (1) year after termination of this Agreement, You will not encourage or solicit any employee or consultant of Openware to leave Openware for any reason.

13. Changes of Terms

Openware reserves the right to change or modify any of the terms and conditions contained in these Terms of Use at any time and in its sole discretion. Any changes or modification will be effective upon posting of the revisions and notice of such changes to the Website. Your continued use of the Services following the posting of the changes or modifications will constitute your acceptance of such changes or modifications.

14. Dispute Resolution

14.1. Informal Resolution

In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 14.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 14.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

14.2. Governing Law; Jurisdiction

This Agreement will be governed by and construed in accordance with the applicable laws of England and Wales. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.

14.3. Injunctive Relief; Enforcement

Nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.4. Exclusion of UN Convention and UCITA

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.

15. Miscellaneous

15.1 Assignment

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 15.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

15.2 Entire Agreement and Modifications

This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.

15.3 Force Majeure

Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.4 Export and Sanctions Compliance

In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use any Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Service.

15.5 Independent Contractors; Non-Exclusive Rights

We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

15.6 Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

15.7 Notice

(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your Account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.(b) To Us. To give us notice under this Agreement, you must contact us by email.

### 15.8 No Third-Party Beneficiaries

Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

15.9 No Waivers

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.10 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us with a written notice.

Contact Us

If you have any questions regarding this License Agreement, please contact us by sending an email to