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OpaquePrompts Terms of Service

OpaquePrompts Terms of Service

Last revised on: 9/1/2023

Thank you for choosing OpaquePrompts for your business. OpaquePrompts (also referred to as the “Platform”) is our web-based platform that facilitates the sanitizing of large language model (LLM) prompts prior to such prompts being input into a product that utilizes a LLM so that the user of the product can avoid inputting personal or sensitive information into the LLM.

PLEASE READ THESE OPAQUEPROMPTS TERMS OF SERVICE (“TERMS”) CAREFULLY. They constitute a legal contract between you and Opaque Systems, Inc. (“Opaque,” “we,” “us” or “our”) and govern your use, and Opaque’s provision to you of the Platform (accessible at https://opaqueprompts.opaque.co/#/pricing) together with the OpaquePrompts APIs, and any content, information, services, features, and resources available or enabled thereon (collectively, the “Services”). The Services are designed for businesses and their representatives. We do not offer Services for use by individuals for their personal purposes.

SUPPLEMENTAL TERMS

Your use of the Services may be subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you separately have executed with Opaque (“Supplemental Terms”). These Terms, together with any Supplemental Terms and Order Forms (as defined herein) applicable to you (which are incorporated herein by this reference, are referred to herein as the “Agreement.” An “Order Form” means any written or online ordering document, communication, form, or other documentation that references these Terms, specifies the Services being purchased, and is either executed by both parties or submitted by you and accepted by Opaque as part of an online ordering process. To the extent there is any conflict between the terms set forth here and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.

ACCEPTANCE

BY ACCESSING OR USING THE SERVICES IN ANY WAY, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS OR AN ORDER FORM, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (B) YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT, WHETHER PERSONALLY OR AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF THE ENTITY YOU NAMED AS CUSTOMER WHEN YOU REGISTERED FOR THE SERVICES OR PURCHASED YOUR SUBSCRIPTION AND TO BIND THAT ENTITY TO THE TERMS OF THE AGREEMENT, AND (C) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION. THE TERM “YOU” OR “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS CUSTOMER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT, YOU MAY NOT ACCESS OR USE ANY PART OF THE SERVICES.

THE AGREEMENT IS SUBJECT TO CHANGE BY OPAQUE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made to the Terms, Opaque will make a new copy of the Terms available on Services, and when changes are made to applicable Supplemental Terms or new Supplemental Terms are added, we will make them available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms and Supplemental Terms, as applicable. If we make material changes to any part of the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2) or another manner through the Services (which may include posting an announcement on the Services). Opaque may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS AND, IF APPLICABLE, THE THEN-CURRENT SUPPLEMENTAL TERMS.

  1. HOW THE SERVICES WORK. You can deploy the Services with its products or services that utilize third-party LLMs (each, a “Customer Product”) to limit the disclosure of end user personal and sensitive information to the operators of those third-party LLMs. In this way, Customer can design privacy-forward Customer Products by setting Customer’s own privacy standards, regardless of the data usage and retention policies of the third-party LLM providers with which it integrates. The Services enable Customer to handle end user inputs, including user instructions, questions, or any other information that are provided by the end user for submission to a third-party LLM integrated with any Customer Product with which the Services are deployed (collectively, the “Prompts”) securely and without disruption to the end user’s experience in the Customer Product. Specifically, with use of the Services:
    1. Prompts are sanitized (i.e., personal and sensitive information is removed from the Prompts) prior to being delivered to the third-party LLM;
    2. Sanitized Prompts are delivered to the third-party LLM;
    3. The third-party LLM generates, in its ordinary course, a response based on the sanitized Prompts;
    4. The third-party LLM delivers a response from the LLM back to the Services, where the Services de-sanitize the response; and
    5. The response that was generated by the third-party LLM from the sanitized Prompts and then de-Sanitized by the Services is delivered to the end user in the Customer Product.
  2. REGISTRATION AND ACCOUNTS
    1. To access and use the Services, you must register and create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) your full name, email address, password, the name of your company or organization, and any other information prompted by the registration form. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Opaquereserves the right, at our sole discretion, to impose limitations or restrictions on certain Accounts (which may include the deletion of Accounts).
    2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Opaque of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Opaque cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
    1. To access and use the Services, you must register and create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) your full name, email address, password, the name of your company or organization, and any other information prompted by the registration form. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Opaquereserves the right, at our sole discretion, to impose limitations or restrictions on certain Accounts (which may include the deletion of Accounts).
    2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Opaque of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Opaque cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
  3. APPLICATION PROCESS. After you create an Account, we may require you to submit an application (“Application”) before you are granted access to use the Services. Your submission of an Application indicates your intent to be included on the waitlist to receive access to the Services; we may require additional verifications or information before accepting your Application. Your receipt of an Application confirmation does not constitute confirmation of our offer to provide you with access to the Services. After you submit your Application, we will notify you only if we grant your request to access the Services; we may choose to accept or decline your Application for any lawful reason. When your Application is submitted, and unless you are accessing the Early Access Services (as defined below), you may be required to input your Payment Provider (as defined below) information.
  4. ACCESS TO THE SERVICE
    1. Access and Use. Subject to the terms of this Agreement, Opaque grants you a non-transferable, non-exclusive, revocable, limited right to access and use the Services solely for your own internal business purposes.
    2. Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Opaque content (including images, text, page layout or form) of Opaque; (c) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (d) access or use the Services in order to build a similar or competitive website, product, or service; (e) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services, except as expressly permitted herein; and (f) otherwise use the Services in any manner that exceeds the scope of use permitted under this Section 4, or in a manner inconsistent with applicable law or the Agreement. Unless otherwise indicated, any future release, update, or other addition to the functionality of the Services will be subject to the Agreement. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
    3. Early Access Services. From time to time, you may access no-cost early access services (“Early Access Services”). Early Access Services are designed for evaluation purposes only, are not considered part of the Services under the Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any Early Access Services will expire upon the date that we elect to discontinue such Early Access Services. We may discontinue Early Access Services at any time in our sole discretion. Early Access Services are offered “AS-IS” without any warranty, support, maintenance or other obligation of any kind, and solely for experimental purposes. We will have no liability for any harm or damage arising out of or in connection with any use of Early Access Services.
    4. Modification. Opaque reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Opaque will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
    5. No Support or Maintenance; Necessary Equipment. Subject to the terms of the Agreement, Opaque shall use commercially reasonable efforts to maintain the availability of the Services; provided however, if Opaque offers, and you purchase, a premium support package, then additional support terms may apply to your use of the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
    6. Ownership of the Services. Excluding any User Content that you may provide (defined in Section 6 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and to the Services and its content and features are owned by Opaque or Opaque’s suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 4.1. Opaque and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
  5. PAYMENT AGREEMENT
    1. Fees. The fees for access to and use of the Services (“Fees”) are charged in accordance with, and at the rates set forth on, the OpaquePrompts Pricing webpage https://opaqueprompts.opaque.co/#/pricing, unless otherwise specified herein or agreed to by the parties in an Order Form that is executed by the parties or otherwise accepted by Opaque hereunder. Opaque reserves the right to change the Fees or its pricing model at any time during the term. Any such change to Fees, rates or pricing will go into effect no earlier than thirty (30) days after the change is posted to the OpaquePrompts Pricing webpage, and provided further that if the Fees are specified in an Order Form, no changes to the Fees will become effective until the expiration of the then-current term covered by that Order Form.
    2. Payment Terms. You agree to pay all Fees stated on an Order Form, the OpaquePrompts Pricing webpage, in your Account or otherwise specified in the Agreement in accordance with the fees, charges and billing terms in effect for your purchase at the time the Fees are due and payable. Unless otherwise stated on an Order Form or on the OpaquePrompts Pricing webpage, (a) all payment obligations are non-cancelable and all Fees paid are non-refundable, and (b) all Fees must be paid in advance of each billing period.  For Fees not payable in advance, Opaque will invoice you on a monthly basis (or on such other billing cycle that is agreed to in your Order Form).  Invoiced Fees are due and payable within thirty (30) days after the date of the invoice.
    3. Payment Methods.  You must provide a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or other method of payment (“Payment Method”), as a condition to signing up for the Services. Your Payment Method agreement governs your use of the designated credit card or payment method, and you must refer to that agreement, not the Agreement, to determine your rights and liabilities. You agree to update your Account in the event of any change in your Payment Method account used for payment hereunder, including the billing address or credit card applicable to such account. Opaque reserves the right at any time to change its prices and billing methods, either immediately upon posting such changes to the Service or by e-mail delivery to you. Opaque uses a third-party service provider for online payment services (e.g., card acceptance, and related services) (“Payment Processor”). By purchasing access to the Services, you agree to be bound our Payment Processor’s privacy policy, and hereby consent and authorize Opaque and our Payment Processor to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions. You also agree to be bound by our Payment Processor’s services agreement. All information that you provide to us or to our Payment Processor must be accurate, current, and complete. By purchasing access to the Services, you authorize Opaque via our Payment Processor to charge your Payment Method in accordance with this Section 5.1, and you agree that Opaque is authorized to charge your Payment Method for all fees and charges due and payable hereunder and that no additional notice or consent is required. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY AMOUNTS OWED IN CONNECTION WITH THE SERVICES.
    4. Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Opaque within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice of the payment error is not received by Opaque within such thirty (30) day period, the payment will be deemed final.
    5. Taxes. Any payments required under the Agreement do not include any Sales Tax that may be due in connection with the Services. If Opaque determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Opaque shall collect such Sales Tax in addition to the payments required under the Agreement. If any Services or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Opaque, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Opaque for any liability or expense Opaque may incur in connection with such Sales Taxes. Upon Opaque’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
  6. USER CONTENT; USAGE AND PERFORMANCE DATA; AND FEEDBACK
    1. User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Services (including, without limitation, any Prompts from your end users that you upload to the Services). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 7. You further represent that you have all rights, licenses and permissions in and to the User Content to grant the licenses in Section 6.2. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Opaque. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 7. Opaque is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
    2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Opaque an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license during the Term to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes operating the Services, including sharing Prompts with third-party LLM providers.
    3. Enforcement. We reserve the right (but have no obligation) to review any User Content, including Prompts and any outputs from the Services, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 7 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 13, and/or reporting you to law enforcement authorities.
    4. Usage and Performance Data. As part of the Services, Opaque collects and tracks Usage and Performance Data to assist with the necessary operation and function of the Services, for internal purposes, including without limitation, to facilitate in the provision of updates and support by Opaque, as well as research and development. Such Usage and Performance Data will be owned by Opaque and may be used for any lawful purpose, provided Opaque will only disclose Usage and Performance Data to third parties, including its subcontractors solely for the purposes of facilitating the Services, for internal purposes as described in the Agreement, or as otherwise required by law. As used herein, “Usage and Performance Data” means any analytics or similar usage data collected, generated or processed by Opaque in connection with your access to and use of the Services (including technical performance data automatically generated by the Services).
    5. Feedback. If you provide Opaque with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Opaque all rights in such Feedback and agree that Opaque shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Opaque will treat any Feedback you provide to Opaque as non-confidential and non-proprietary. You agree that you will not submit to Opaque any information or ideas that you consider to be confidential or proprietary.
  7. ACCEPTABLE USE POLICY. You agree not to: (a) use the Services to upload, transmit, display, or distribute any User Content that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (b) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (f) interfere with any other user’s use and enjoyment of the Services; (g) impersonate any person or entity, including any employee or representative of Opaque; or (h) use software or automated agents or scripts to produce multiple accounts on the Services.
  8. CONFIDENTIALITY. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, the Services, and all enhancements and improvements thereto will be considered Confidential Information of Opaque, and any Prompts you upload to the Services will be considered your Confidential Information. Information will not constitute the other party’s Confidential Information if it (a) is already known by the Receiving Party without obligation of confidentiality; (b) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (c) is publicly known without breach of the Agreement; or (d) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except as expressly authorized by the Agreement and will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own Confidential Information, but in no event less than reasonable care. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
  9. OPAQUE COMMUNICATIONS
    1. Generally. You may have the opportunity to provide us with an e-mail address. By providing your email address to us, you consent to receive email communications from Opaque. Communications from us may include communications about your use of the Services. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SERVICES.
    2. Electronic Communications. The communications between you and Opaque use electronic means, whether you use the Services or send us emails, or whether Opaque posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Opaque in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Opaque provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
  10. INDEMNIFICATION. You agree to indemnify and hold Opaque (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of the Agreement; or (d) your violation of applicable laws or regulations. Opaque reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Opaque. Opaque will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  11. DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE REDACTION OF SENSITIVE OR PERSONAL INFORMATION IN THE PROMPTS YOU OR USERS OF CUSTOMER PRODUCTS UPLOAD INTO THE SERVICES OR ARE OTHERWIS PROCESSEDBY THE SERVICES. WE DO NOT GUARANTEE THAT PROMPTS WILL BE SCRUBBED OF ALL SENSITIVE OR PERSONAL INFORMATION. OPAQUE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  12. LIMITATION ON LIABILITY
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OPAQUE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF OPAQUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED ($100) DOLLARS AND THE FEES PAID BY YOU TO OPAQUE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OPAQUE AND YOU.
  13. TERM AND TERMINATION
    1. Term. The Agreement commences on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement and will remain in full force and effect while you use the Services, maintain an Account on the Services, or for the period of time specified on an Order Form (if applicable), unless terminated earlier in accordance with the Agreement.
    2. Termination by Opaque. We may terminate this Agreement at any time for any reason, including if timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if we are required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). In addition, we may immediately and without notice, suspend or terminate any Services provided to you.
    3. Termination by You. If you want to terminate the Agreement, you may do so at any time by providing us with notice and closing your Account.
    4. Effect of Termination. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Opaque will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your User Content. Even after your rights under the Agreement are terminated, the following provisions of the Agreement will remain in effect: Sections 2.2, 5 (for amounts accrued during your use of the Services), 8, 10 through 12, 13.4, and 14 through 16.
  14. INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Opaque intends to announce such services or content in your country. The Services are controlled and offered by Opaque from its facilities in the United States of America. Opaque makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
  15. ARBITRATION. The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be confidential and conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in San Francisco, California. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The arbitrator’s decision will be final and binding on both parties. Notwithstanding the foregoing, this Section 15 will not prohibit either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
  16. GENERAL
    1. Notice. Where Opaque requires that you provide an email address, you are responsible for providing Opaque with your most current email address. In the event that the last email address you provided to Opaque is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Opaque’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Opaque at the address provided in Section 16.10, below. Such notice will be deemed given when received by Opaque by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    2. Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Opaque, or any products utilizing such data, in violation of the United States export laws or regulations.
    3. Governing Law; Exclusive Venue. The Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the laws of the State of California, excluding its conflict of laws principles and excluding the Uniform Computer Information Transactions Act (UCITA) as may be enacted, amended, or modified by the various states. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Opaque agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.
    4. Government Terms. The Services constitute “commercial” computer software. Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Customer-Side Application) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Customer-Side Application or Computer Customer-Side Application Documentation). If a government agency has a need for rights not granted under the Agreement, it must negotiate with Opaque to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
    5. Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the advance written consent of the other party, except that Opaque may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 16.5 will be void.
    6. No Third-Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement.
    7. Publicity. You agree that Opaque may refer to your name and trademarks in Opaque’s marketing materials and website. Opaque will not use your name or trademarks in any other publicity without your prior written consent (which may be by email).
    8. Copyright/Trademark Information. Copyright © 2023, Opaque Systems, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Opaque Marks will inure to Opaque’s benefit.
    9. Contact Information:
      Opaque Systems, Inc.
      Address: 26 O’Farrell St, Suite 410, San Francisco, CA 94108
      Email: [email protected]
    10. Miscellaneous. The Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. The section titles in the Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Opaque is that of an independent contractor, and neither party is an agent or partner of the other.