Terms of Use

OpenQ Terms of Use

These Terms of Use ("Terms") are an agreement between the user (“user”, “you” or “a party”) and OpenQ Labs GmbH (“OpenQ”) with its principal offices at Rheinsberger Str. 76/77 10115 Berlin Germany and applies to your use of www.openq.dev (“Website”), any subdomains and any products, services, API’s, or content (“Application”) found on the proceeding. OpenQ and User are sometimes referred to herein individually as a (“Party”) and collectively as the (“Parties”).

OpenQ is a Developer Relationship Management (DRM) platform designed to address the unique challenges of developer engagement. OpenQ provides actionable insights beyond surface-level metrics, allowing businesses to understand the impact of each developer account on their objectives.

Use of OpenQ, the Website, or Application, amounts to acceptance of these policies and all users must read, agree with, and accept all of the terms. When you access OpenQ via its website or use its API’s, you affirm your commitment to be bound by all terms and conditions within these Terms and express your acceptance of the same. These Terms also apply to any subsequent updates (as permitted by these Terms), whether or not these updates are manually or automatically installed.

Any rights not explicitly conferred upon you within these Terms remain solely with OpenQ.

1. 1. Definitions

• - "Account" refers to the unique User profile established within the Application, granting the holder access to specific features and functionalities of the Application.
• - "Application" refers to the SaaS product developed by OpenQ Labs GmbH which allows Users to interact with, pay, and track their developer community.
• - "Content" refers to any data, code, information, text, graphics, images, music, audio, video, and any other materials or elements uploaded, shared, streamed, displayed, or otherwise made accessible or available through the Application.
• - "Site" refers to the online platform accessible via the URL https://www.openq.dev.
• - "Services" means any and all services currently provided or to be provided in the future by OpenQ to Users, as made available through the Application.
• - “Third-Party Platforms” refers to platforms, websites, and applications managed and operated by external parties distinct from OpenQ.
• - “User” denotes any individual, company, or organization, engaging with, downloading, or accessing the Site, the Application, or utilizing Services.

2.1 Application Features and Use: The Application offers Users the ability to interact with their developer community and offers various features and capabilities to engage developers. The platform can be used for Developer Relationship Management (DRM), as an On-Chain Work Platform for software development feature bounties and additional features as they are rolled out. Users of the Application are expected to utilize these features in adherence to the terms and guidelines set forth in these Terms.

2.2. Software-as-a-Service: SaaS Services means the specific OpenQ’s internet-accessible service (“Saas”) identified in these Terms provides use of OpenQ and is hosted by OpenQ or its services provider and made available to you over a network on a term-use basis. User acknowledges that this is a SaaS product and OpenQ will not be delivering copies of the Software to Users as part of the SaaS Services.

2.3. Scope. Unless agreed to otherwise, OpenQ will provide the services set out in these Terms.

2.4. The specific version of the SaaS may be limited to certain features and functionalities, a certain number of users or seats, a certain subscription terms or a combination of the forgoing or similar parameters.

2.5. The Parties may agree on further features not listed in Annex 1 on an individual basis. This may also include additional services such as programming, support, or similar services.

2.6. In the event of any inconsistency, conflict, or ambiguity as to the rights and obligations of the parties under these Terms or any additional ancillary document, contract, or agreement, the terms of that ancillary document, contract, or agreement shall contract and supersede any such inconsistency, conflict or ambiguity.

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   3. Terms and Payment

3.1. OpenQ shall make the SaaS Edition available to the User via the

Internet as software as a service during the term of the subscription contract. The subscription will be effective on the date of its activation by OpenQ.

3.2. Monthly or annual subscriptions will be automatically renewed 30 days before their expiration, unless notice has been given by the User to OpenQ to cancel the service.

3.3. Suspension for Non-Payment.

OpenQ reserves the right to suspend delivery of the SaaS Services if User fails to timely pay any undisputed amounts due to OpenQ under this Terms, but only after OpenQ notifies User of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release User of its payment obligations under this Terms. User agrees that OpenQ shall not be liable to User or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from User’s nonpayment. In the event of default, statutory interest may be charged.

3.4. Suspension for Ongoing Harm. OpenQ reserves the right to suspend delivery of the SaaS Services if OpenQ reasonably concludes that User or Cuistomer’s Clients use of the SaaS Services is causing immediate and ongoing harm to OpenQ or others. In the extraordinary case that OpenQ must suspend delivery of the SaaS Services, OpenQ shall immediately notify User of the suspension and the parties shall diligently attempt to resolve the issue. OpenQ shall not be liable to User or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with terminations under this section.

3.5. Unless otherwise agreed to between the Parties, the fees applicable for the SaaS Services will be those found on the OpenQ website when the service is agreed to. Fees are payable and will be invoiced in advance, unless agreed otherwise. OpenQ will send invoices to the User and those invoices are due 14 days after receipt. All remuneration is subject to statutory value added tax and all other applicable duties if any.

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   4. SaaS Services

4.1. During the Subscription Term, User will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of these Terms and including Any other additional agreements concluded between the Parties.

4.2. Non-Exclusive Service. User acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict OpenQ’s ability to provide the SaaS Services or other technology, including any features or functionality

first developed for User, to other parties.

4.3. System Availability. The SaaS Services will achieve System Availability of at least 97% during each calendar month of the Subscription Term. OpenQ reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and Supplier reserves the right to change its maintenance window upon prior notice to Customer. OpenQ reserves the right to carry out unannounced maintenance work in case this is necessary, in particular, if this is required for data and operational security.

4.4. OpenQ may, at its sole discretion, develop new features and functionalities of the SaaS Services. These new features and improvements may be offered to the User on the basis of a new contract or they may be offered free of charge.

4.5. OpenQ may reasonably change the functional scope of the services at any time. This may be done due to safety or security concerns or disruptions in the provision of services by subcontractors.

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   5. Restrictions

5.1. User shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, OpenQ shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Terms, including all modifications, improvements, upgrades, derivative related thereto and intellectual property rights therein. User agrees to assign all right, title and interest it may have in the foregoing to OpenQ.

5.2. Violation of these restrictions may result in the unilateral suspension of the Users account at the sole discretion of OpenQ.

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   6. User Responsibilities

6.1. Assistance. User shall provide commercially reasonable information and assistance to OpenQ to enable OpenQ to deliver the SaaS Services. Prior to any productive use of the SaaS Services as part of the respective contractual use, User shall test the Software to ensure that it is free of defects and that it is operable by the User. Upon request from OpenQ, User shall promptly deliver User Content to OpenQ in an electronic file format specified and accessible by OpenQ. User acknowledges that OpenQ’s ability to deliver the SaaS Services in the manner provided in this Terms may depend upon the accuracy and timeliness of such information and assistance.

6.2. Compliance with Laws. User shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. User acknowledges that OpenQ exercises no control over the content of the information transmitted by User or User’s Clients through the SaaS Services. User shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of

such rights.

6.3. Unauthorized Use; False Information. User shall: (a) notify OpenQ immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to OpenQ immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by User or User’s Clients, and (c) not provide false identity information to gain access to or use the SaaS Services.

6.4. Administrator Access. User shall be solely responsible for the acts and omissions of its Administrator Users. OpenQ shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

6.5. User Input. User is solely responsible for collecting, inputting and updating all User Content stored on the Host, and for ensuring that the User Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. User shall: (i) notify OpenQ immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to OpenQ immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by User or User Client’s, and (iii) not provide false Identity information to gain access to or use the Service.

6.6. License from User. Subject to the terms and conditions of these Terms, User shall grant to OpenQ a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit User Content solely as necessary to provide the SaaS Services to User.

6.7. Ownership and Restrictions. User retains ownership and intellectual property rights in and to its User Content. OpenQ or its OpenQs retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under these Terms. Third party technology that may be appropriate or necessary for use with some OpenQ programs is specified in the program Documentation or ordering document as applicable. User’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by OpenQ and not under these Terms.

6.8. Suggestions. OpenQ shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by User, including Users, relating to the operation of the SaaS Services.

6.9. Backups. User shall take adequate precautions for the event that the Saas Services do not work properly as a whole or partially. This includes, without limitation, User being responsible for generating daily back-ups of all data processed and regular checking of the data processing results.

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   7. Representations and Warranties

   
   7.1. OpenQ represents and warrants to that: it is a limited liability company, duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is registered, it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Terms, it has the full right, power, and authority to enter into these Terms nd to perform its obligations hereunder, the execution of these Terms by the individual whose signature is set forth at the end of these Terms, and the delivery of these Terms by OpenQ, have been duly authorized by all necessary action on the part of OpenQ, these Terms has been executed and delivered by OpenQ and (assuming due authorization, execution, and delivery by the other Parties) constitutes the legal, valid, and binding obligation of OpenQ, enforceable against OpenQ in accordance with its terms.

7.2. User represents and warrants to the other Parties that: it is a limited liability company, duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is registered, it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Terms, it has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder, the execution of these Terms by the individual whose signature is set forth at the end of these Terms, and the delivery of these Terms by User, have been duly authorized by all necessary action on the part of User, these Terms has been executed and delivered by User and (assuming due authorization, execution, and delivery by the other Parties) constitutes the legal, valid, and binding obligation of User, enforceable against User in accordance with its terms.

7.3. OpenQ represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the reasonable expectations. OpenQ shall maintain the SaaS Services in a satisfactory working condition suitable that enables User to use the SaaS Services in accordance with these Terms. However, OpenQ reserves the right to remedy defects exclusively by providing an update, an upgrade or a new version of the SaaS Service. Such new versions may contain new or slightly modified features. The responsibility of OpenQ is excluded to the extent of defects resulting from User not complying with operating conditions for the SaaS Service or instructions from OpenQ or modifications User made to the SaaS Service.

7.4. OPENQ WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. OPENQ DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT OPENQ WILL CORRECT ALL SAAS SERVICES ERRORS. User ACKNOWLEDGES THAT OPENQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET OR BLOCKCHAIN NETWORKS, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY OpenQ (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS. NEITHER OPENQ NOR ANY OF ITS OPENQ OR OTHER OPENQ WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL OPENQ OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF USER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

7.5. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION. NO PARTY TO THESE TERMS, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION.

8. Liability

8.1. The limitations and exclusions of liability set out here and elsewhere in these Terms: govern all liabilities arising under these Terms or relating to the subject matter of these Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms. OpenQ shall not be liable to the User in respect of any loss of profits or anticipated savings. OpenQ shall not be liable to the User in respect of any loss of revenue or income. OpenQ shall not be liable to the User in respect of any loss of use or production. OpenQ shall not be liable to the User in respect of any loss of business, contracts or opportunities. OpenQ shall not be liable to the User in respect of any special, indirect or consequential loss or damage.

8.2. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THESE TERMS, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY USER UNDER THIS TERMS DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restrictions”, “Indemnification.”

9. Indemnification

9.1. The User agree to defend, indemnify and hold harmless OpenQ, and any respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnified party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with these Terms. These include against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of these Terms.

10. Non-Disclosure of Confidential Information

10.1. The Parties agree that all Confidential Information (whether communicated in written or oral form and as identified by the disclosing Party) disclosed to the other Parties to this agreement shall, for a period of two (2) years from the date of disclosure, refrain from disclosing such Confidential Information until such time as all the Confidential Information becomes publicly known and made generally available by the disclosing Party.

10.2. All Parties will keep in strict confidence the Confidential Information and shall not, without prior written consent of the disclosing Party in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party. In the event that the Parties are legally required to disclose the Confidential Information, then, if legally permitted, they will promptly notify the disclosing Party of the nature of the requirement and the Confidential Information affected.

11. Personal Data

11.1. Personal Data. User hereby acknowledges and agrees that OpenQ’s performance of these Terms may require OpenQ to process, transmit and/or store User personal data or the personal data of User employees and Affiliates. By submitting personal data to OpenQ, User agrees that OpenQ and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling OpenQ to perform its obligations to under these Terms. In relation to all Personal Data provided by or through User to OpenQ, User will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. User agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and OpenQ SaaS. User confirms that User is solely responsible for any Personal Data that may be contained in Content, including any information which any OpenQ SaaS User shares with third parties on User’s behalf. User is solely responsible for determining the purposes and means of processing User Personal Data by OpenQ under this Agreement, including that such processing according to User’s instructions will not place OpenQ in breach of applicable data protection laws. Prior to processing, User will inform OpenQ about any special categories of data contained within User Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. User is responsible for ensuring that OpenQ meets such restrictions or special requirements. OpenQ to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

11.2.
OpenQ Personal Data Obligations. In performing the SaaS Services, OpenQ will comply with the OpenQ Services Privacy Policy, which is available at https://openq.dev/privacy_policies and incorporated herein by reference. The OpenQ Services Privacy Policy is subject to change at OpenQ’s discretion; however, OpenQ policy changes will not result in a material reduction in the level of protection provided for User data during the period for which fees for the services have been paid. The services policies referenced in these Terms specify our respective responsibilities for maintaining the security of User data in connection with the SaaS Services. OpenQ reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. OpenQ subscribes to the United States/European Union Safe Harbor Principles, and as a result, appears on the U.S. Department of Commerce Safe Harbor list (available at http://www.export.gov/safeharbor) as of the effective date of these Terms. OpenQ’s Safe Harbor certification specifically includes OpenQ’s performance of services for User provided personal information. OpenQ will only process User Personal Data in a manner that is reasonably necessary to provide SaaS

Services and only for that purpose. OpenQ will only process User Personal Data in delivering OpenQ SaaS. User agrees to provide any notices and obtain any consent related to OpenQ’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. User shall have sole responsibility for the accuracy, quality, integrity, legality,

reliability, appropriateness and retains ownership of all of User data.

11.3. Statistical Information. OpenQ may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify User’s data or include User’s name.

12. Dispute Resolution.

12.1. User’s satisfaction is an important objective to OpenQ in performing its obligations under these Terms. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of these Terms or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

13. General provisions

13.1. Integral Part of Agreement. All relevant agreements and notices regarding the OpenQ SaaS Services shall form part of these Terms.

13.2. No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

13.3. Undertakings. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

13.4. Breach. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

13.5. Force Majeure. Notwithstanding anything to the contrary contained herein, no party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

13.6. Severability. If a court decides that any part of this agreement is invalid or unenforceable for any reason the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.7. Written Amendments and Waivers. The parties will amend these Terms only by cosigned, written agreement. The parties will waive parts of this agreement, if at all, only by a written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.

13.8. Governing Law and Dispute Resolution. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Germany.

13.9. Feedback, questions, or complaints should be addressed to: [email protected].

13.10. Updates. OpenQ reserves the right to revise these Terms of Use at any time and for any reason. The most current and recent version can be found at this page and with the date at the top of this page. We expect our users to stay aware of these legally binding changes by watching this page for changes. Certain elements of these Terms may be superseded by changes in the law of our governing jurisdiction as well as by other notices found on OpenQ or communicated to our users as per these Terms.