Terms of Service

1. What OpenValence is

OpenValence is a marketplace where companies, including wound-down companies, license their engineering data to organizations building AI, through OpenValence. We verify, clean, price, and deliver the data, and we license it to buyers under our own agreements.

2. Other agreements

Selling and buying happen under separate agreements, which control over these terms where they differ:

• Sellers sign the Seller Agreement and a Listing Schedule for each listing.
• Buyers accept the Buyer Platform Agreement and NDA before seeing samples or making offers, and sign an Order Form, which includes the Data License Agreement Standard Terms, for each license.

These terms cover everything else, such as your account and your use of the site.

3. Accounts

You must be at least 18 and able to form a binding contract. Give accurate information and keep it current. Keep your sign-in email and any linked Google account secure; you are responsible for what happens under your account. If you act for a company, you confirm you are authorized to. Tell us promptly at info@openvalence.com if you think your account has been misused.

4. Acceptable use

You will not:

• try to get around verification, access data you are not entitled to, or identify or contact any individual whose information appears in listed data;
• scrape, bulk-download, or copy the Service or listings outside its intended features;
• probe, test, or disrupt the Service's security or operation without our written permission;
• upload anything you do not have the right to share, or anything unlawful or malicious;
• use the Service to build or supply a competing marketplace, or to go around OpenValence to deal directly with a company or buyer you met through it;
• impersonate anyone or misstate your affiliation.

5. Your content

You keep ownership of what you give us. You let us use it as needed to run the Service and as your Seller Agreement or Buyer Platform Agreement allows. Listing descriptions may be shown to verified buyers and, in anonymized form, to the public.

6. Our Service

The Service, its design, and its software belong to OpenValence. We may change, add, or remove features. We may suspend or close an account that breaks these terms or puts others at risk, and we will tell you why where the law allows.

7. Third-party services

Some features rely on services such as GitHub, Slack, Google, and others you choose to connect. Their own terms apply to your use of them, and we are not responsible for them. You can disconnect a tool at any time.

8. Disclaimers

Apart from what a signed Order Form or Seller Agreement promises, the Service is provided "as is" and "as available", without warranties of any kind, including merchantability, fitness for a particular purpose, and non-infringement. Listings describe data as sellers report it and as we counted it.

9. Limits on liability

To the extent the law allows, OpenValence is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, arising from these terms or the Service. Our total liability under these terms is limited to $100. Liability under a Seller Agreement, Buyer Platform Agreement, or Order Form is governed by that agreement instead.

10. Indemnity

You will defend OpenValence against third-party claims arising from your breach of these terms or your misuse of the Service, and pay the resulting damages, costs, and reasonable attorneys' fees.

11. Ending your account

You can close your account at any time by writing to info@openvalence.com. Closing it does not end agreements already signed, such as licenses granted or deals under way. Sections 4, 5, 8, 9, 10, and 13 survive.

12. Changes to these terms

We may update these terms. If a change is significant, we will email account holders before it takes effect. Continuing to use the Service after that means you accept the updated terms.

13. Disputes

The laws of the State of Delaware govern these terms, without regard to conflict-of-law rules. Any dispute will be resolved by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator seated in Las Vegas, Nevada, with hearings by video unless the arbitrator decides otherwise. Either party may bring a qualifying claim in small claims court instead, or ask a court to stop a breach of confidentiality or intellectual property rights. Claims are brought individually, not as part of a class.

14. General

These terms, with the Privacy Policy and any agreement named in Section 2, are the whole agreement about the Service. If part is unenforceable, the rest stays in effect. Not enforcing a term is not a waiver. You may not transfer these terms without our consent; we may transfer them to a successor.

15. Contact

OpenValence, Inc., info@openvalence.com.