Terms of Use

Welcome, and thank you for your interest in OpenYield Inc. (“OpenYield,” “we,” or “us”) and our website at https://www.openyld.com/ (the “Site”). These Terms of Use are a legally binding contract between you and OpenYield regarding your use of the Site. By using the Site, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, including the OpenYield Privacy Policy at https://www.openyld.com/privacy-policy (together, the “Terms”). If you are not eligible, or you do not agree to the Terms, then you do not have our permission to use the Site.

1. Eligibility. You must be at least 18 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; and (b) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. 

2. Licenses

   1. Limited License. Subject to these Terms, OpenYield grants you a limited, revocable license to access and use the Site. 

   2. License Restrictions. You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.

3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant OpenYield an unrestricted, perpetual, worldwide, irrevocable, non-exclusive, fully-paid, fully-transferable, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

4. Ownership. The Site is owned and operated by OpenYield. We or our licensors retain all right, title, and interest in and to the Site and Site Content and any trademarks, logos, or service marks displayed on the Site or in Site Content (“Marks”). The Site, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. Except as expressly authorized by OpenYield, you may not make use of the Site, Site Content, and Marks.

5. Privacy Policy. Please read the OpenYield Privacy Policy at https://www.openyld.com/privacy-policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

6. Links and Third-Party Content. The Site may contain links to third party products, services, and websites. We exercise no control over the third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites. 

   Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Site. 

7. Email Subscription. The Site may provide you with an opportunity to subscribe to receiving OpenYield news by entering your email address. If you provide your email address, you agree that we may send you emails concerning OpenYield. You may opt out of receiving emails by following the unsubscribe instructions in the email itself.

8. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately. If you do not agree to the modified Terms, then you should discontinue your use of the Site. 

9. Term, Termination, and Modification of the Site

   1. Term. These Terms are effective beginning when you first access or use the Site, and ending when terminated as described in Section 9.2.

   2. Termination. If you violate any provision of these Terms, then your authorization to access the Site and these Terms automatically terminate. In addition, OpenYield may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. Upon termination of these Terms your license rights will terminate and you must immediately cease all use of the Site.

   3. Modification of the Site. OpenYield reserves the right to modify or discontinue all or any portion of the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. OpenYield will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

10. Indemnity. You will indemnify and hold OpenYield, and its affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your violation of these Terms, or your violation of any rights of a third party through use of the Site or Site Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

11. Disclaimer of Warranties. YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OPENYIELD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPENYIELD OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. HOWEVER, OPENYIELD DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT OPENYIELD IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPENYIELD BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR SITE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OPENYIELD HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. THE AGGREGATE LIABILITY OF OPENYIELD TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR SITE CONTENT IS LIMITED TO US $50.
    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and OpenYield regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

14. Legal Notices. These Terms are governed by the laws of the state of New York without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Site will lie in the state and federal courts located in New York, New York, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of OpenYield to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by OpenYield in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. Contacting OpenYield. If you have any questions or concerns about the Site or these Terms, you may contact us by email at intro@openyld.com, or write to us at: 205 East 42nd Street, Suite 1932 New York, NY 10017.