These Terms and Conditions (“Terms”) are hereby incorporated by reference, and form an integral part of this Agreement between the Agreement signer and holder (“Customer”) and OpenTech Alliance, Inc. (“OpenTech”) located at 2101 W Peoria Avenue, #100, Phoenix AZ 85029. By accessing or using OpenTech Licenses or Products, Customer acknowledges having read, understood, and agreed to be bound by these Terms.
Subject to the terms and Customer’s payment of all required fees, OpenTech grants Customer a non-exclusive, non-transferable, limited license to use the INSOMNIAC® CIA (“CIA”) software, and related updates, features, services, and materials, provided by OpenTech (collectively the “Software”) for the duration of Customer’s Lifetime Protection Subscription (“Subscription”) solely for Customer’s self-storage business in the territories set forth in the Agreement. All rights not expressly granted to Customer hereunder are expressly reserved by OpenTech. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights, and other intellectual property and proprietary rights in the Products and all improvements, enhancements, or modifications thereto shall remain the sole and exclusive property of OpenTech.
The Software and Hardware will be collectively known as “Products.” Title and risk of loss to the CIA hardware set forth in this Agreement or associated Order (“Hardware”), excluding any Software embedded therein, will transfer to Customer upon complete payment of the fees specified in this Agreement and the Hardware leaving OpenTech’s facilities. Customer shall not (nor shall it permit any third party to: 1) copy or manufacture the Products or any portion thereof or otherwise use the Products to develop a competing product or service; 2) translate, modify, adapt, enhance, extend, decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Products or any portion thereof or remove any proprietary, disclaimer, or warning notice thereon; 3) make any changes to the Products, without OpenTech’s prior written consent; 4) use the Software or the Hardware in combination with any data, software, Hardware, equipment or technology not provided by OpenTech or authorized by OpenTech in writing; or 5) use or allow the transfer, transmission, export, or re-export of the Products or any portion thereof outside the Country set forth in the associated Agreement or otherwise in violation of applicable law. The parties agree that information designated by a party as confidential or reasonably understood by the parties to be confidential, is confidential and proprietary to the disclosing party, and each party agrees to keep such information strictly confidential until the information becomes public knowledge without breach of this Agreement or similar confidentiality requirements. The Products are OpenTech’s confidential information. Customer may not assign, transfer, or delegate its rights or obligations hereunder without the prior written consent of OpenTech. If Customer relocates its business, Customer will notify OpenTech and pay the additional Onboarding service fees applicable to its new location. If Customer enacts a change of control of Products by change of ownership or management, Customer will remain responsible for all outstanding fees payable hereunder. All terms of this Agreement will be binding upon and inure to the benefit of the parties, their successors, assigns, and legal representatives.
Products of this Agreement constitute a Lifetime Services annual service and support Subscription commitment on the OpenTech Service Start Date. The Subscription will automatically renew annually at the then current rate, unless at least sixty (60) days prior to expiration of the current term, either party gives written notice to the other of its intention not to renew. There is no prorating. OpenTech will provide a minimum of 90 days’ notice for rate changes. CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT WITHOUT LIFETIME PROTECTION THE PRODUCTS WILL NOT FUNCTION. OpenTech may terminate this Agreement if Customer has an outstanding balance for more than 60 or if a new operator has signed an Agreement to replace the Subscription. If Customer decides to terminate the Agreement Subscription prior fulfilling the annual term (“Early Termination” or “Transfer Termination”), all fees for the remainder of the current term will become due and payable subject to the terms of the then current Termination and Transfer Policy | OpenTech. In the event Customer subjects the Products to a change of control (“Transfer”), OpenTech may summarily and without amendment terminate the Subscription in whole or in part in favor of a superseding Agreement and CUSTOMER WILL REMAIN RESPONSIBLE FOR ALL OUTSTANDING FEES PAYABLE HEREUNDER. If Lifetime Protection is suspended or terminated and Customer desires to reinstate it, Customer agrees to pay any reinstatement fees required by OpenTech to resume functionality.
The annual Subscription fee will be paid in advance by 1) payment in full or 2) by monthly autopay or 3) in response to an emailed monthly invoice; any other delivery method used at Customer request will incur a charge added to each invoice. OpenTech may suspend service or terminate this Agreement if Customer has an outstanding balance for more than sixty (60) days. If the Subscription is suspended or terminated and Customer desires to reinstate it, Customer agrees to pay any reinstatement fees required by OpenTech to resume functionality.
OpenTech offers two service Subscription programs to Customers in good standing for CIA: Lifetime Services and Lifetime Protection. CIA functionality requires one of these programs. Both annual Subscriptions include 1) Standard 12-Month Hardware Protection from manufacturer’s defect, beginning on the OpenTech Install Date, 2) Lifetime Software Support, and 3) Lifetime Technical Support. This Agreement for Lifetime Protection also includes Extended Hardware Protection. Also see LIABILITY LIMITATIONS.
Standard 12-Month Hardware Protection: provides refurbished, repaired or replaced (with standard shipping) Hardware at no additional charge when a failure is due to manufacturer’s defect and the defective Hardware is properly returned for evaluation (“Hardware Protection” or “Protection” or “Coverage”). All Hardware is powered up, tested and configured prior to delivery. DAMAGE to or modification of any unit, including drilling of holes, improper wiring or installation, will void the Hardware protection part of the Subscription. Reinstatement of coverage after a lapse in payment will not extend the Standard 12-Month Coverage period. Coverage exclusions include: replacement of Hardware damaged during installation due to improper wiring or installation, damage of any kind from vandalism, accident, negligence, disaster, lightning, transient current, fire, water, theft, misuse, abuse or alteration with respect to the Products. Some of these may be covered under the Customer’s property insurance policy. Also excluded from coverage are extraneous causes such as the unavailability of Hardware, labor difficulties, war, riot, acts of God, export control regulations, laws, judgments, or government instructions. If returned Products do not meet Protection plan criteria, OpenTech’s sole responsibility and Customer’s sole and exclusive remedy, will be for OpenTech to use commercially reasonable efforts consistent with industry standards to cure the defect. Also see CUSTOMER RESPONSIBILITIES.
Software Support includes firmware for keypads, relays, wired alarms and the gateway, cloud software for the Control Center, Storage Genie and Manager Genie mobile apps for tenants and managers. Subscription includes updates and enhancements at no extra charge; firmware updates are distributed via the internet and require the customer to press a button on the Control Center to complete the update. The system lets the customer decide when to initiate firmware updates because the gateway and keypads will be offline for a few minutes. Users of Storage Genie and Manager Genie apps will be notified of updates via the mobile platform process for updating apps.
Technical Support (US 602.772.1700) OpenTech provides specialists to answer questions, assist onsite technicians and resolve Customer issues. They will open tickets in the OpenTech customer support system for issues reported by phone, online portal or email. If the incident is not resolved immediately it will remain open and monitored by the Technical Support Team until resolved. Customers are expected to make reasonable efforts to assist in the diagnosis and resolution of any reported problem and may request escalation to a supervisor. Technical Support is provided for OpenTech products only and does not include resolving issues related to the Customer’s network or other internal infrastructure issues. Find Support resources and hours, domestic and international phone numbers, and online support request portal 24/7 at Technical Support | OpenTech.
Extended Hardware Protection: This option extends and is subject to the conditions of Standard 12-Month Hardware Protection for as long as the Lifetime Protection Subscription is paid and in good standing. It also adds coverage for damage from lightning and transient current. Coverage shall terminate if Customer’s Lifetime Protection Subscription lapses. Also see CUSTOMER RESPONSIBILITIES.
Customer agrees to meet all access and data requirements to complete Onboarding. All construction, wiring, installation, and telecommunication or Internet connections required to use the Products are Customer’s responsibility, as are all labor and installation parts for replacements or repairs of same.
For Any Hardware Protection Coverage, Customer is responsible for engaging a competent Access Control installation technician to install and repair CIA Hardware as described in the applicable Installation Guide: Resource Library | OpenTech. Customer is responsible for properly returning defective Hardware requested for replacement under Hardware Protection. The Hardware will be examined for quality assurance and to validate replacement status. When a replacement package is delivered with a return shipping label or QR code, the Customer must use it to return the defective Hardware within 10 days. If the defective Hardware is not returned within 10 days or is returned damaged due to improper packaging, the Customer may expect to be invoiced for the replacement. Damage that occurs during return shipping may void coverage.
The foregoing protection is in lieu of and excludes all other coverages, whether express or implied. No oral or written information or advice given by OpenTech or its representatives shall create any additional coverages or expand OpenTech’s obligations under this Agreement. OpenTech shall not be liable to Customer or any third party for any loss of profits, sales, business, goodwill, revenue, use, data, or other economic advantage; business interruption; or any incidental, special, consequential, exemplary, or punitive damages or expenses, directly or indirectly arising from this Agreement, the Products, or the provision of Services by OpenTech, or from any other cause related to the Products, Services, or this Agreement, whether such claim is based on breach of contract, breach of protection, strict liability in tort, negligence, or any other legal theory, even if OpenTech was advised of the possibility of such damages. OpenTech’s total liability under this Agreement to Customer or any third party shall be expressly limited, at OpenTech’s election, to (1) the repair or replacement (in the form originally shipped) of non-conforming Products, or (2) the repayment of, or crediting Customer with, an amount not to exceed the fees paid for such Products or Services during the twelve (12) months immediately preceding the event giving rise to liability. Any claim by Customer relating to the Products must be submitted in writing to OpenTech within thirty (30) days from the date the Customer discovered or should have discovered the alleged breach. Failure to do so shall constitute a waiver of such claim. OpenTech shall have no liability or responsibility with respect to any dispute between Customer and its clients, including any dispute arising out of or related to the use of or access to the Products or Services by Customer’s clients. Customer agrees to indemnify, defend, and hold harmless OpenTech from and against any and all claims, actions, proceedings, liabilities, damages, losses, costs, or expenses, including attorneys’ fees, arising from Customer’s clients, the acts or omissions of Customer, or Customer’s use of the Products. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON. THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL REMAIN IN EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
Consistent with any law or regulation applicable to the Products and OpenTech’s then current practices and procedures, OpenTech will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of any Customer data input by Customer into the Products. OpenTech will promptly report to Customer any compromise of security that it becomes aware of with regard to Customer data. THE PRODUCTS MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT OPENTECH DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER DATA, WEB SITES, COMPUTERS, OR NETWORKS. OPENTECH IS NOT RESPONSIBLE FOR SUCH ACTIVITIES.
Tenant Data made available by Customer to OpenTech to enable OpenTech to provide and improve OpenTech Products and Services under this Agreement shall be kept strictly confidential by OpenTech and shall not be disclosed to any third party except as: 1. required by law, 2. necessary for OpenTech to provide and improve its Products and Services, 3. with Customer’s prior approval, or 4. in connection with OpenTech aggregating data for use in industry reports which does not include personal identifying information. OpenTech shall make Data available only to its personnel, affiliates, agents, subcontractors, and information system vendors where access is essential to enable them to perform their obligations under this Agreement. The rights and obligations of OpenTech in performing this Agreement may be, in whole or in part, exercised or fulfilled by OpenTech affiliates, agents, subcontractors, and information system vendors in accordance with Privacy Policy | OpenTech.
Customer grants OpenTech remote support access to the Customer’s PCI DSS in-scope systems. This access adheres to PCI DSS requirements and industry best practices. Authorization is valid for the duration of the active Subscription. Routine access for proactive patching, troubleshooting, or maintenance is approved via the ticketing or email process. Multi-factor authentication and unique, non-shared credentials are required for all remote support sessions, with encrypted connections. Detailed audit logs of each session will be maintained and retained for at least one year, available upon request or for PCI DSS compliance reviews. Access rights terminate automatically upon the termination of the Subscription, and with written customer-initiated revocation, within five business days. Termination of access rights may affect services.
Customer is granted access to OpenTech’s CIA API solely for managing and operating the storage facility, including tenant access control, automated reporting, and system integration with property management software. OpenTech reserves the right to impose reasonable API usage limits. Customer agrees to protect any shared confidential information from unauthorized disclosure and implement reasonable safeguards to prevent unauthorized access to the API and associated data. OpenTech will provide commercially reasonable support for the CIA AP and Customer shall report any technical issues to OpenTech promptly. Customer agrees to comply with all applicable laws and industry standards in using the CIA API. OpenTech shall not be liable for any direct, indirect, incidental, or consequential damages resulting from CIA API usage. OpenTech may modify or discontinue CIA API access upon prior written (email) notice to the Customer.
Orders are noncancelable once the Agreement is signed by the Customer.
This Agreement shall be deemed to have been executed and delivered in Phoenix, Arizona. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the internal laws of the State of Arizona, without giving effect to the principles of conflicts of law thereof. Any lawsuit arising from or related to this Agreement shall be brought in a state or federal court located in Maricopa County, Arizona, and both OpenTech and Customer hereby consent to the jurisdiction of such courts.
Customer and OpenTech agree that updates and corrections to contact information, including addresses, phone numbers, and email addresses, may be made by written (email) notice to the other party without requiring a formal amendment to this Agreement.
Customer and OpenTech agree that updates and corrections to contact information, including addresses, phone numbers, and email addresses, may be made by written (email) notice to the other party without requiring a formal amendment to this Agreement.