OptiRTC PLATFORM TERMS OF USE

UPON INITIAL SIGN IN TO THE OPTI PLATFORM YOU (USER, YOU) AGREE TO THESE TERMS OF USE. YOUR ACCESS TO AND USE OF THE OPTI PLATFORM IS ALSO GOVERNED BY A SEPARATE MASTER SERVICES AND LICENSE AGREEMENT (“MSLA”) ENTERED INTO BETWEEN OPTIRTC (OPTI) AND AN AUTHORIZED LICENSEE OF THE OPTI PLATFORM AND OPTI SOFTWARE (LICENSEE) AND THE OPTIRTC PRIVACY POLICY. ANY CAPITALIZED TERMS USED IN BUT NOT SPECIFICALLY DEFINED IN THIS TERMS OF USE SHALL HAVE THE SAME DEFINITION AS SPECIFIED IN THE MSLA.

Your use of and access to the OPTI PLATFORM is expressly conditioned on your identification as an authorized user of the OPTI PLATFORM by a Licensee who has purchased the Opti Service and/or Opti devices from Opti, and use or access without such prior purchase is prohibited.

LICENSE, RESTRICTIONS

Grant. Subject to the terms and conditions of the MSLA and this Terms of Use, Opti grants to you a non-exclusive, non-transferable license to access the OPTI PLATFORM to upload, analyze and process data solely for Licensee’s own internal business purpose.

Ownership. You acknowledge that (i) all right, title and interest in and to the OPTI PLATFORM 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 OPTI PLATFORM or the Opti Service is conveyed other than the limited access rights granted herein.

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

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the OPTI PLATFORM (“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 OPTI PLATFORM 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 PLATFORM from malicious activity.

COOKIE POLICY

By using or accessing the web properties of OPTI, including the OPTI 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 OPTI PLATFORM 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 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 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 Opti-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 THIS TERMS OF USE, THE OPTI PLATFORM 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 THIS TERMS OF USE NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE OPTI PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, OPTIRTC 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 THIS TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (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; (C) FOR ANY MATTER BEYOND OPTIRTC’S REASONABLE CONTROL.

TERM AND TERMINATION

The term of this Terms of Use, and the licenses granted herein, are coincident with the term of the MSLA under which you are deemed an Authorized User. Either party may terminate this 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 this Terms of Use at any time by discontinuing use of the OPTI PLATFORM; 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.

This Terms of Use and the MSLA 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 this Terms of Use and the MSLA, the terms of the MSLA shall prevail.

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

This Terms of Use was last updated on: 7 December 2016.

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