Terms Of Use

Here are the six main points

1. You’re in charge of what you post, so keep it legal
2. Don’t share your account or use Opal for anything other than its intended purpose, planning and executing the most amazing marketing stories
3. We own our stuff (data and IP), and our customer (your employer) owns your stuff
4. Making great software is hard; if anything breaks, let us know and we will do our best to fix it as soon as possible
5. Opal is cloud-hosted, so your content is secure, backed up, and available on demand, whenever and wherever you need it
6. We welcome and very much appreciate your feedback; if you share your ideas, you give them to us

Welcome to Opal!

The following Terms of Use (“Terms”) provide basic rules of the road for how you may use our website and the software platform and applications provided to you by us (Opal). You should read these Terms in conjunction with our Privacy Policy, which together with any software license agreement, form our contractual relationship with you and the business you work for (our “Customer”). By using the Opal Platform, the workwithopal.com website (“Site”), or any Opal software application, you agree to these Terms, and any revisions made to these Terms. If you do not agree to these Terms, you are not permitted to use the Site, Opal Platform, or any software application.

Contacting Us

If you have any technical problems, or have questions about these Terms or our products or services, click on the “Give Feedback” link within the Opal Platform, call us at +1 (844) OUR-OPAL or email us at support@workwithopal.com.

Account Administrator

Your Opal Platform is managed by our Customer through one or more internal “Account Administrators” who have administration rights to invite and delete users, add new channels, set preferences, and adjust other functionality. In addition to contacting us directly with questions, you can also contact your Account Administrator.

Access and User Accounts

You can access the Opal Platform via a web browser (Chrome, Firefox, Safari, IE or Edge) at the custom domain established by your Account Administrator. The Opal Platform is SSL (Secure Sockets Layer) enabled and enforced. To access any Opal portal, you will be required to enter unique login credentials (email address and password) or SSO, as applicable. You may also upload additional content and information when you create your user profile. When creating your account and profile, you agree to provide accurate and complete information, and you represent and warrant that the content and information you provide will not violate any rights of third parties.

You are responsible for maintaining the confidentiality of your Opal password and account; you are not permitted to share your account; and you are responsible for all activities that occur under your account, with or without your knowledge. You agree to immediately notify us or your Account Administrator of any unauthorized use of your account or any other breach of security.

Use of Opal

Opal provides a digital workspace for groups of people to thrive, allowing them to easily collaborate and innovate using our integrated suite of various applications. You agree to use the Opal Platform only for its intended uses and as set forth in these Terms.

We may permanently or temporarily terminate, suspend, or otherwise deny your access to the Opal Platform without notice or liability, if, in our reasonable determination, you violate any of these Terms, or the spirit or intention of these Terms, including engaging in any of the following specifically prohibited actions:

• Use the Opal Platform for any unlawful, infringing, or fraudulent purposes;
• Disguise or anonymize the origin of any information or inquiry transmitted through the Opal Platform;
• Trick, defraud, or mislead us, any of our Customers, or other users;
• Make improper use of our support services or submit false reports of abuse, misconduct, or security breaches;
• Attempt to bypass any measures we designed or implemented to prevent or restrict access to the Opal Platform, our systems and network, or any portion or component thereof;
• Alter, damage, reproduce, modify, publicly display or perform, encode, translate, or create derivative works from, or reverse engineer any portion of the Opal Platform or related intellectual property, including its source code, software, and documents, or permit others to do any of the preceding, without our express written consent;
• Loan, lease, sell, license or sublicense, or otherwise commercially exploit any part of the Opal Platform without our express written consent;
• Use the Opal Platform as part of any effort to compete with us or to provide similar products or services; or
• Use any robot, spider, other automated device, or manual process to monitor any content from the Opal Platform without our express written consent.

User Content

The Opal Platform allows users to post or upload documents, links, photos, video, data, comments, and other information (“User Content”) through the Opal user interface. You and our Customer are responsible for the User Content that you send, input, upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Opal Platform. We will not review, share, distribute, or reference any User Content except as provided in these Terms or in our Privacy Policy.

You and our Customer are responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights to use any and all User Content that you post. You agree not to post User Content that: (i) creates a substantial risk of harm, loss, damage, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or any other person or entity; (ii) contains any information or content that you know is false or misleading to others; (iii) contains any information or content that is unlawful, libelous, defamatory, infringing, invasive of personal privacy or publicity rights, or otherwise violates the rights of third parties; (iv) contains any information that you do not have a right to make available under any law or under any contractual or fiduciary relationship; (v) contains viruses, Trojan horses, worms, time bombs, or any other computer programming routine that is intended to damage, interfere with, intercept or expropriate the Opal Platform or its contents, or any computer programming routine that has a similar effect. You agree that we are only acting as a passive conduit for the online distribution and publication of your User Content and the User Content of others, which is beyond our control. We reserve the right, but are not obligated, to remove or refuse to distribute any User Content which we reasonably believe is in violation of these Terms or applicable laws.

You retain copyright and any other intellectual property rights you already hold in any User Content that you post. You represent and warrant that any User Content posted by you is original to or owned by you, or, you have obtained all necessary permissions and releases for the use of such content, and all content posted by you on the Opal Platform does not infringe any copyright or other proprietary or intellectual property right of any other person or entity.

If your employment or engagement with our Customer is terminated for whatever reason, your access to the Opal Platform will be terminated and your account will become inactive. Once a user account becomes inactive, the User Content remains on the Opal Platform and becomes subject to the control of our Customer (i.e. your former client or employer).

Cloud Hosted

We have partnered with a best-of-breed hosting provider to deliver a highly scalable cloud- computing platform with high availability and dependability, without compromising the flexibility that we require to deliver solutions to our Customers. To learn more about our provider and other security measures, click here: support@workwithopal.com Opal Security.

Opal Availability and Service Commitment

Although we strive to provide the most reliable software tools possible, interruptions and delays in accessing the Opal Platform are unavoidable. Because computer networks occasionally experience disruptions, we cannot guarantee that the Opal Platform will be available to you 100% of the time. We monitor our systems continually, and an engineer is typically available within an hour of service interruptions to take reasonable steps to resolve any reported issue, and we use reasonable efforts to restore service to our users promptly, often within a 24-hour period.

Regular backups of the database are made and retained at regular intervals. If you experience loss of data, we will attempt to restore data from the most recent working backup; however, we cannot guarantee that any lost user or Customer Data can be recovered or restored. Any obligations we have regarding support, uptime availability, and/or data recovery and protection are contained within the software license agreement between our Customer and us.

Proprietary Rights

All text, graphics, user interfaces, visual interfaces, photographs, trademarks and service marks, domain names, logos, sounds, music, artwork, computer code, and distinctive brand features (collectively, “Opal Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Opal Content, contained on the Opal Platform, is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in any applicable software license agreement, you are not permitted to use any of our Opal Content for any purpose. You agree that you will abide by and will not remove, obscure, or alter any proprietary rights notices displayed on the Opal Platform.

You acknowledge and agree that we own all right, title and interest, including all intellectual property rights, in and to the Opal Platform and Opal Content, including any content we create, updates or revisions, and any accompanying concepts, applications, enhancements, programs, products, or documentation. You shall not create applications or program code using, based upon, incorporating, or referencing the Opal Platform or Opal Content, or permit any other user, Affiliate, or third party from doing the same. If you or any third party acting on our Customer’s behalf, creates applications or program code using or based upon the Opal Platform or Opal Content, such applications and program code shall be automatically assigned to us for no consideration, and you shall, at your cost and expense execute all documents and undertake all actions necessary to perfect our ownership of such applications and program code. This assignment is not an exclusive remedy for any infringement or related violation of these Terms. All rights of any kind that are not expressly granted to you under these Terms are expressly reserved to and by us.

You may choose to or we may invite you to submit comments or ideas, or respond to user surveys, about the Opal Platform, including without limitation about how to improve the Opal Platform or ancillary products or services. You hereby assign to us any rights you may have in any suggestions, enhancement requests, recommendations or other feedback you provide to us in relation to the Opal Platform, and you agree to cooperate with us and complete any relevant documentation to give legal effect to this provision.

DMCA – Copyright Infringement Complaints by Third Parties

We respect the intellectual property of others. We therefore abide by the U.S. Digital Millennium Copyright Act (“DMCA”) by responding to notices of alleged infringement that comply with the DMCA and other applicable laws. As part of our response, we may remove or disable access to material residing on the Opal Platform that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that he or she may make a counter notification, also in accordance with the DMCA.

Term and Termination

These Terms shall remain in full force and effect while you use the Opal Platform. You may terminate your use of the Opal Platform at any time, for any reason. Without limiting any other provision of these Terms, we reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Opal Platform to any person or entity, or delete user profiles, for breach of any representation, warranty, or covenant contained in these Terms, a Customer software license agreement, or of any applicable law or regulation. To protect the integrity of the Opal Platform, we also reserve the right in our reasonable discretion to block certain IP addresses and/or telephone numbers from accessing the Opal Platform.

General Provisions

As used in these Terms: ‘we’, ‘us’ or ‘our’ refer to Opal Labs Inc.; ‘you’, ‘your’ or ‘user’ refer to you (and as applicable, the agency by which you are employed); and ‘Customer’ refers to the person, company, or organization with whom Opal contracts for the performance of services, including the Opal Platform. Unless the applicability of these Terms is expressly excluded, or superseded in part, by a software license agreement between us and our Customer, these Terms constitute a legally binding agreement made between you and us concerning your access to and use of the Opal Platform. If you have any questions about the applicability of any of these Terms to you, you should contact your Account Administrator. If you are employed by an agency working on behalf of our Customer, you hereby represent and warrant that you have or will obtain the legal authority to bind the agency by which you are employed to these Terms. If you do not agree to these Terms, you are not authorized to use the Opal Platform or any of its components. We may, in our reasonable discretion, modify or revise these Terms, at any time with notice to you, which notice requirement may be satisfied with a popup upon your login. Your continued use of the Opal Platform after any changes made to these Terms constitutes your acceptance of the modified or revised Terms. Any exceptions or changes to these Terms will only be binding if approved in writing by us.  In the event of an express conflict between these Terms and the software license agreement entered into between the Customer and us, the terms of the software license agreement supersede and govern. For the avoidance of doubt, as used herein software license agreement includes any “Sublicense Agreement” and “Customer” includes any sublicensee.

These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Oregon, without reference to its conflict of law principles. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Portland, Oregon before three arbitrators. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures or JAMS International Arbitration Rules, as applicable. The language to be used in the arbitral proceedings will be English. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any judicial proceeding based on these Terms shall be commenced and maintained exclusively in state or federal court located in Multnomah County, Oregon, and you agree to submit to the jurisdiction of such courts over you personally in connection with such litigation, waive the right to a trial by jury, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

Any waiver must be in writing. A waiver of any right, default, or provision of these Terms shall not be deemed a continuing waiver or a waiver of any other default or term. Any portion of these Terms that are deemed invalid or unenforceable in any jurisdiction shall not render invalid or unenforceable the remaining Terms or otherwise affect the validity or enforceability of the remaining Terms. You agree that the remedy at law for any breach of these Terms by you would, by its nature, be inadequate, and that in that event Opal shall be entitled, in addition to damages, to injunctive or other appropriate equitable relief, without showing that any monetary damage has been sustained and without the requirement of posting a bond. Unless explicitly stated otherwise, any current and future updates, enhancements, new features or applications, or properties that alter, augment, or enhance the Opal Platform are also subject to these Terms. Any provisions of these Terms that, in order to fulfill the purposes of the provisions, need to survive the termination or expiration of these Terms, shall be deemed to survive for as long as necessary to fulfill those purposes. Our performance of any obligation hereunder shall be excused or rescheduled if prevented by acts of God, government or public enemy, fire or other casualty, labor dispute or, without limiting the generality of the foregoing, any circumstance beyond our reasonable control.