OPTI SAAS PLATFORM TERMS OF USE

THESE TERMS OF USE APPLY TO YOUR USE OF THE OPTI SAAS PLATFORM AND ASSOCIATED SERVICES, SOFTWARE, APIS OR OTHER PRODUCTS, DEVICES OR MATERIALS MADE AVAILABLE BY OPTIRTC, INC. (OPTI) IN CONNECTION THEREWITH (COLLECTIVELY, THE SERVICE).

BY SIGNING INTO THE OPTI SAAS PLATFORM, YOU AGREE TO THESE TERMS OF USE, AND ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS ALSO GOVERNED BY THE OPTI PRIVACY POLICY, AND ONE OR MORE SEPARATE MASTER SERVICES AGREEMENTS, SOFTWARE LICENSE AGREEMENTS, OR SIMILAR AGREEMENTS AND CORRESPONDING STATEMENTS OF WORK BETWEEN AN AUTHORIZED LICENSEE OF THE SERVICE OR ASPECTS THEREOF (E.G., YOUR EMPLOYER OR CONTRACTOR) (LICENSEE) AND OPTI (THE AGREEMENT). CAPITALIZED TERMS USED IN BUT NOT SPECIFICALLY DEFINED IN THESE TERMS OF USE SHALL HAVE THE SAME DEFINITIONS AS SPECIFIED IN THE AGREEMENT.

Your use of and access to the Service is expressly conditioned on your identification as an authorized user thereof by a Licensee who has purchased and is entitled to use the Service or components thereof, and use or access to any of the foregoing without a current subscription or license from Opti is prohibited.

LICENSE, RESTRICTIONS

Grant. Subject to the terms and conditions of the Agreement and these Terms of Use, while the Agreement is in effect, Opti grants to you a non-exclusive, non-transferable license to access the customer facing elements of the OPTI SAAS PLATFORM to upload, analyze and process data solely for Licensee’s internal business purpose.

Ownership. You acknowledge that (i) all right, title and interest in and to the Service, each component thereof, and all intellectual property and other proprietary rights embodied therein or associated therewith, are and shall remain with Opti or its third party licensors; and (ii) no right or interest in the Service or any aspect thereof is conveyed other than the limited access rights granted herein or in the applicable Agreement.

No Modification. You agree that you shall not (i) modify, alter or create derivative works of the Service or any aspect thereof; (ii) decompile, disassemble, decode or reverse engineer any aspect of the Service, translate or attempt to learn the source code, structure, algorithms or internal ideas underlying any aspect of the Service or to reduce any aspect of the Service by any other means to a human-perceivable form; (iv) use or operate any aspect of the Service on behalf of a third party other than an authorized licensee, (v) bypass, delete or disable any copy protection mechanisms or any security mechanisms of the Service; (vi) transfer, lend, provide or otherwise make available, or disclose to third parties, the Service or any components thereof; (vii) alter or remove any copyright or other proprietary notices contained in the Service or any components thereof; and you shall take all reasonable precautions to prevent unauthorized or improper use of the Service and all aspects thereof.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you is non-confidential and Opti is entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You.

The Service or aspects thereof may be subject to other limitations, such as, for example, limits on data storage space, and the number of requests You or an application under your control is permitted to make to the application programming interfaces within windows of time. Opti reserves the right to temporarily adjust these limits to protect the infrastructure of the OPTI SAAS PLATFORM and Service from malicious activity.

COOKIE POLICY

By using or accessing the web properties of OPTI, including the OPTI SAAS PLATFORM, you are consenting to OPTI's use of Cookies as follows:

Analytical Purposes: We use Cookies to analyze user activity in order to improve the Service and OPTI's home page. For example, using Cookies we can look at aggregate patterns like how users find the dashboards they look at most.

Your Preferences: We use Cookies to store certain user preferences on the OPTI SAAS PLATFORM. For example, we may store the recent dashboards you have visited so that we can allow you to navigate back to them easily when you return to the OPTI SAAS PLATFORM.

Marketing: We use Cookies from third-party partners such as Google for marketing purposes. These cookies allow us to assess ongoing use of and interest in our products, which we use to develop and target marketing campaigns and materials. We do not share or sell the information we collect via our third-party partners with other parties, and we never report personally identifiable information to any third parties.

Opti uses Google Analytics to implement Cookie-based features on its site. To opt-out of Cookie-based functionality, please contact Opti Support Alternatively, you may consider installing the Google Analytics Opt-out Browser Add-on to opt-out of all Google Analytics-based tracking by all sites you visit.

WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF USE OR THE AGREEMENT, THE SERVICE AND EACH COMPONENT THEREOF IS PROVIDED “AS IS” AND OPTI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS. NEITHER THESE TERMS OF USE NOR ANY ASSOCIATED DOCUMENTATION IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE OPTI SAAS PLATFORM OR OTHER SERVICE COMPONENTS WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, OPTI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF USE OR TERMS AND CONDITIONS RELATED HERETO UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE OR STRICT LIABILITY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF PROFITS OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND OPTI’S REASONABLE CONTROL.

TERM AND TERMINATION

The term of these Terms of Use, and the licenses granted herein, are coincident with the term of the Agreement under which you are an authorized user of a Licensee. Either you or Opti may terminate these Terms of Use for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. In addition, You shall have the right to terminate these Terms of Use at any time by discontinuing use of the Service; provided however, that no refunds will be due or paid to You or the Licensee.

MISCELLANEOUS

You may not assign this Terms of Use without the prior written consent of Opti. Any purported assignment in contravention of this section is null and void.

These Terms of Use and the Agreement constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between the provisions of these Terms of Use and the Agreement, the terms of the Agreement shall prevail.

Opti reserves the right, in its sole discretion, to revise these Terms of Use from time to time, effective upon posting of an updated version of these Terms of Use at www.optirtc.com. Opti will make reasonable commercial efforts to notify You of material revisions to these Terms of Use, but You are responsible for regularly checking the Opti website to inform yourself of such changes. Continued use of the OPTI SAAS PLATFORM or other aspects of the Service after any such changes are posted shall constitute your consent to such changes.

These Terms of Use was last updated on: 12 September 2023.