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Opal API License

By installing, accessing, or otherwise using the Opal API within a software application, website, or product you create or a service you offer designed to provide access to a Opal service or application (an “Application”), you are agreeing to these terms (“API Terms”) with Opal Labs Inc. (“Opal”, “we”, “us”, or “our”). You represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or other entity, as applicable. If additional terms (“Additional Terms”) apply to the Opal API, both these API Terms and the Additional Terms (collectively, “Terms”) will apply to your use of the Opal API. If a conflict arises between the Terms, the Additional Terms will prevail. As used in these API Terms, “Opal API” means any form of machine accessible application programming interface that provides access to an Opal service and any associated tools, including sample code that enables interactions with Opal’s services, and documentation that Opal makes available under these API Terms, and includes all elements, components and executables of such API. We may change, amend or cancel these API Terms at any time. Your use of the Opal API after the changes become effective means you agree to the new API Terms. If you do not agree to the new API Terms, you must stop using the Opal API.

Licenses and Guidelines

OPAL API LICENSE

Subject to your compliance with these API Terms, Opal grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to install, use, and make calls to the Opal API to develop, test, and support a third-party application, and allow end users to use your integration of the Opal API within the third-party application. You may use the Opal API only as expressly permitted in these API Terms.

OPAL API GUIDELINES

When using the Opal API, you may not:

  1. Use the Opal API in a way that could impair, harm or damage Opal, any Opal service or application, or anyone’s use of the Opal API, service or application.
  2. Use the Opal API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, or networks connected to or which can be accessed via the Opal API.
  3. Use the Opal API or allow any end user to use the Application in a way that violates the Opal Platform license agreement.
  4. Reverse engineer, decompile or disassemble Opal API, except and only to the extent that applicable law expressly permits, despite this limitation.
  5. Use the Opal API in any way that threatens the integrity, performance or reliability of the Opal API or any Opal product or service, including performance or stress testing, or in any manner that works around any technical limitations in the Opal API.
  6. Request from the Opal API more than the minimum data that the third-party application needs to offer the intended application functionality.
  7. Redistribute or resell or sublicense access to any Opal service or content.
  8. Falsify or alter any unique referral identifier in, or assigned to an application, or otherwise obscure or alter the source of queries coming from an application.

Security

You warrant that your application has been developed to operate with Opal API content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems (collectively, “Systems”) must be properly configured to securely operate your application and store content collected through your application (including the Opal API content). Your application must use reasonable security measures to protect the private information of your users.

You must have a process to respond to any vulnerabilities in your application, and in the case of any vulnerabilities related to your application’s connection to the Opal API discovered by you or reported to you by a third party, you agree that you will provide vulnerability details to Opal’s Information Security response team.

In the event of a data breach by either party resulting from any aspect of the Opal API involving your application or any content collected through your application, you will contact the Opal’s Information Security response team (infosec@workwithopal.com) and provide details of the data breach. You agree to refrain from making public statements (e.g. press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Opal in each instance as it relates to the Opal API.

Privacy

See the Opal Privacy Policy for disclosures relating to the collection and use of your users’ personal data.

Changes to Opal API

We may change or discontinue the availability of some or all of the Opal API at any time for any reason with or without notice. Such changes may include removal of features. We may also impose limits on certain features and services or restrict your access to some or all of the Opal API. We may release subsequent versions of the Opal API and require that you use those subsequent versions, at your sole cost and expense. Your continued use of the Opal API following a subsequent release will be deemed your acceptance of modifications. Any Opal API designated “pre-release”, “preview”, or “beta” (“Beta API”), may not work in the same way as a final version. We may change or not release a final or commercial version of a Beta API in our sole discretion. All of our rights in these API Terms may be exercised without prior notice or liability to you.

Non-Blocking of Opal Development

You acknowledge that Opal is currently developing or may develop technologies and software in the future that have or may have design and/or functionality similar to the API connector that you may develop based on your license herein. Nothing in this Agreement shall impair, limit or curtail Opal’s right to continue with its development, maintenance and/or distribution of Opal’s technology or software. You agree that you shall not assert in any way any patent owned by you arising out of or in connection with the API or modifications made thereto against Opal, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors (collectively, the “Opal Product Users”) for the manufacture, use, import, licensing, offer for sale or sale of any Opal software or technologies.

Open Source Software

Notwithstanding anything to the contrary, you are not licensed to (and you agree that you will not) integrate or use this API with any Viral Open Source Software or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the API in source code form, for the purpose of making derivative works, or at no charge. For the purposes of this Section 6, “Viral Open Source Software” means software licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making derivative works, or at no charge. Any violation of the foregoing provision shall immediately terminate all of your licenses and other rights to the API granted under this Agreement.

Feedback

If you give feedback about the Opal API to Opal, you give to Opal, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. You will not give feedback that is subject to a license that requires Opal to license its software or documentation to third parties because Opal includes your feedback in them. These rights survive this agreement.

Confidentiality

You may be given access to certain non-public information, software, and specifications relating to the Opal API (“Confidential Information”), which is confidential and proprietary to Opal. You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without Opal’s prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.

Disclaimer of Warranties and Limitation of Liability

DISCLAIMER OF WARRANTIES

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE OPAL API. YOU UNDERSTAND THAT USE OF THE OPAL API IS AT YOUR OWN RISK AND THAT WE PROVIDE OPAL API ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DON’T GUARANTEE OPAL API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR.YOU MAY BE ABLE TO ACCESS THIRD-PARTY WEBSITES OR SERVICES VITHE OPAL API; YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR SUCH WEBSITES OR SERVICES OR CONTENT THAT MAY BE AVAILABLE THERE.

LIMITATION OF LIABILITY

If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from Opal or any affiliates, resellers, distributors, suppliers (and respective employees, shareholders, or directors) and vendors, only direct damages up to USD $100.00 collectively. You can’t recover any other damages or losses, including, without limitation, direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms or your use of any Opal API or the Opal Icons.

Termination

We may immediately terminate or suspend these API Terms, any rights granted herein, and/or your license to the Opal API, in our sole discretion at any time, for any reason. You may terminate these API Terms at any time by ceasing your access to the Opal API. Upon termination, all licenses granted herein immediately expire and you must cease use of the Opal API. Neither party will not be liable to the other for any damages resulting solely from termination of these API Terms.

General Terms

APPLICABLE LAW

If you acquired the software in the United States, Oregon state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

If you acquired the API in any other country, the laws of that country apply.

SUPPORT

Because the Opal API is provided “as is,” we may not provide support services for it.

ASSIGNMENT AND DELEGATION

You may not assign or delegate any rights or obligations under these API Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.

RESERVATION OF RIGHTS

All rights not expressly granted herein are reserved by Opal. You acknowledge that all intellectual property rights within the Opal API remain the property of Opal and nothing within these API Terms will act to transfer any of these intellectual property rights to you.

NO WAIVER

Either party’s failure to act with respect to a breach of these API Terms does not waive either party’s right to act with respect to that breach or subsequent similar or other breaches.

SURVIVAL

Sections of these API Terms that, by their terms, require performance after the termination or expiration of these API Terms will survive.

ENTIRE AGREEMENT

These Terms (including the API Terms and any Additional Terms) and any documents incorporated into these Terms by reference, constitute the entire agreement between you and us regarding the Opal API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these API Terms. If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.