INSOMNIAC Kiosk Terms and Conditions
This Order Agreement (“Agreement”) is between Customer and OpenTech Alliance, Inc. (“OpenTech”) located at 2501 W. Dunlap Ave. Suite 255, Phoenix, AZ 85021.
TITLE, CONFIDENTIALITY, AND RESTRICTIONS; RELOCATION
WARRANTY AND LIABILITY LIMITATIONS
LIFETIME PROTECTION REQUIRED
Lifetime Protection is an annual support service and Software subscription commitment for the Products commencing the first month that it is billed. Lifetime Protection will automatically renew annually at the then current fee, 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. CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT WITHOUT LIFETIME PROTECTION THE PRODUCTS WILL NOT FUNCTION. The fee for annual Lifetime Protection is invoiced by email monthly in advance of the service period; if Customer requires that the invoice be sent by USPS then a $5 service fee will be added to each invoice. The first payment will be due at the beginning of the first full month following the completion of the STC service. OpenTech may terminate this Agreement if Customer has an outstanding balance for more than 30 days. If Lifetime Protection is terminated and Customer desires to reinstate it, Customer must pay the fees to bring Customer current for the period Lifetime Protection was not provided and any additional fees as determined by OpenTech due to the condition of the Hardware. See attached Program description.
CUSTOMER SETUP, TRAINING, AND CUSTOMIZATION RESPONSIBILITIES
All construction, wiring installation, and telecommunication or Internet connections required to use the Products are Customer’s responsibility. Customer must contact OpenTech prior to construction to obtain the appropriate contractor’s guide.
ORDER CANCELLATION POLICY All orders are non-cancelable. GOVERNING LAW
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.
ENTIRE AGREEMENT AND MODIFICATIONS
These Terms and Conditions of this Agreement and any exhibits attached hereto represent the entire agreement between the parties with respect to the Products. No alteration or modifications of this Agreement will be valid unless made in writing and signed by the parties. No attachment, supplement, or exhibit to this Agreement shall be valid unless initialed by an authorized signatory of OpenTech. No modification of any of these terms will be effected by OpenTech’s shipment of Products following receipt of Customer’s purchase order, shipping request, or similar forms containing terms and conditions conflicting or inconsistent with the terms herein.
This Exhibit A (ISSN Member Agreement) is a part of and incorporated into the Agreement between Network Member (as defined below) and OpenTech. Network Member hereby agrees to and accepts the following terms and conditions of OpenTech as a prequalification to joining the INSOMNIAC Self Storage Network (“ISSN”). CUSTOMER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT WITHOUT AN ISSN MEMBERSHIP, THE OPENTECH PRODUCTS AND SERVICES WILL NOT FUNCTION AND CANNOT BE PROVIDED.
Data is the information, data, content, and other material, including unit inventory, prices, and customer information stored in the Network Member’s property management system (“PMS”) that is uploaded to or otherwise accessible through the OpenTech Products and Services.
ISSN is an online marketplace that provides real-time connectivity between Network Member’s PMS and OpenTech for the purpose of accessing the Data and providing OpenTech Products and Services.
Network Member is a self-storage facility owner, operator, or management company that is a party to the Agreement with OpenTech. For the purposes of this Exhibit A (ISSN Member Agreement) Customer is the Network Member.
ACCESS TO INFORMATION
Network Member hereby grants OpenTech a non-exclusive, worldwide, royalty-free license to access and use the Data for purposes of performing this Agreement and providing the OpenTech Products and Services.
Network Member will provide OpenTech with information related to which Network Member facilities will be connected to ISSN in accordance with OpenTech requirements. Network Member agrees that OpenTech shall have no liability, obligation, or responsibility for the content, accuracy, availability, integrity, or legality of the Data accessed or obtained from Network Member, including through Network Member’s PMS. Network Member agrees to allow access to Network Member’s systems by representatives of OpenTech as necessary to establish and maintain (as may be required from time to time) Network Member’s connectivity to ISSN.
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.