Opsi Terms of Service
Effective: August 11, 2023
You can view our previous Terms here.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND OBLIGATIONS AND OUR DISCLAIMERS AND LIMITATIONS OF LIABILITY. These Terms also require the use of binding arbitration to resolve disputes rather than jury trials or group/class actions as described in below under “Resolving Disputes”. Please follow the instructions in such section if you wish to opt out of the arbitration agreement.
Your Stuff & Your Permissions
When you use our Services, you provide us with information like your recipes, images, videos, staff lists, files, content, messages, contacts, and so on (“Your Stuff”). Your Stuff is yours. These Terms don’t give us any rights to Your Stuff except for the limited rights that enable us to offer and provide the Services.
We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, commenting, easy sorting, editing, sharing, and searching. These and other features may require our systems to access, store, and scan Your Stuff. You give us permission to do those things and grant us the worldwide, non-exclusive, royalty free right to access and use Your Stuff to provide the Services to you, and this permission and grant extends to our affiliates and trusted third parties we work with.
Notwithstanding the above, Your Stuff does not include and we shall own all rights in de-identified aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records, the number and types of transactions, configurations, and reports processed using the Services, as well as the performance results of the Services (“Aggregated Data”). Nothing in these Terms shall be construed as prohibiting us from collecting, utilizing, transferring, or sharing Aggregated Data for any purpose.
Sharing Your Stuff
Our Services let you share Your Stuff with others, so please think carefully about what you share.
You’re responsible for your conduct, Your Stuff and you must comply with our Terms and Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so as you warrant to us below that you have the right to share with us what you provide to us when you use the Services. We aren’t responsible for the content people post and share via the Services.
You are solely responsible for Your Stuff, including all content you post and share via the Services, and for the accuracy, quality, integrity, reliability, appropriateness, legality and your and our right to use Your Stuff when using the Services. We have no obligation to review Your Stuff and are not responsible for the content, accuracy or appropriateness of, or the right to use, Your Stuff in connection with the Services. If you provide individually identifiable information about any person to us, you are responsible for and warrant to us that you will obtain the necessary rights and consents under applicable law to disclose to us, and allow us to collect, use, retain, and disclose such information provided to us or which we are enabled to collect, including information using cookies or other similar means. We do not endorse the content of Your Stuff and expressly disclaim any and all liability in connection with Your Stuff. You acknowledge that we have the right to pre-screen Your Stuff and the right (but not the obligation) in our sole discretion to refuse, move, and/or remove Your Stuff made available on or through the Services. You agree that you have no expectation of any review, compensation or consideration of any type for content that you submit.
Help us keep you Your Stuff protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account. If you are required to register or create an account to use our Services, you agree to provide at all times true, accurate, current and complete information about yourself as prompted by our registration processes. You are responsible for maintaining the confidentiality of your username, password and other information you provided associated with your account, and for all activities that occur through the use of your account and password. You must treat such information as confidential, and you must not disclose such information to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password or other security information. We shall have no liability for any loss or damage arising from your failure to comply with these requirements. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We reserve the right to refuse service on our Services, terminate your account, remove content or cancel orders in our sole discretion with or without cause.
You agree to use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 13, or in some cases, even older.
Use of Services and our Software
Some of our Services allow you to download our software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services during your subscription period or free trial. You are responsible for all use of the Services and Software by you and your users and will be liable for any breach of this Agreement by you or any of your users. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you shall not, and shall not permit any other party to, directly or indirectly: (i) copy, modify, duplicate, reproduce or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our Services and/or Software in any form or media or by any means, (ii) use the Services or Software for any purposes other than your own internal business purposes and shall not disclose, rent, lease, lend, sell, license, sublicense, assign, transfer, or otherwise make available the Services or the Software to any third party, (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive, access or reconstruct or discover any source code, software component or underlying ideas used in or comprising the Services or Software, in whole or in part, (iv) remove any disclaimer, copyright, trademark, proprietary rights, or other notice on or in the Services or the Software, (v) permit any third party, other than your users with appropriate access authority, to access or use the Services or Software without our consent, (vi) introduce or permit to be introduced into the Services or Software any virus, worm, Trojan horse, or other software routine, program, or mechanism that permits unauthorized access into, disables, partially or wholly erases, or otherwise adversely affects the Services or the systems on which the Services are hosted, (vii) interfere with or disrupt servers or networks connected to the Services, or circumvent any security mechanism used by us, our Services, servers, or networks connected to the Services, (viii) access, or assist others in the access of, any part of the Services or the Software to build a product or service which competes with the Services, or (viii) use the Services or Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any of our or other party’s intellectual property rights, or that violates any applicable law. You will use reasonable efforts to prevent any unauthorized access to, or use of, our Services and Software and in the event of any such unauthorized access or use, promptly notify us.
Recipe Upload Feature. As part of our Services, we sometimes offer a service feature whereby we will upload and input your recipe data into your account on behalf of you. Despite our efforts to ensure accuracy, we make no warranties or representations as to, the accuracy, completeness, or reliability of any recipe information inputted into your accounts by us and we shall not be liabile for any errors, inaccuracies, or omissions therein or for any actions taken in reliance thereon. You are responsible for confirming the accuracy of recipe information inputted by us.
All damages, liabilities or losses that may arise as a result of inaccurate or incomplete recipe information inputted by us, including but not limited to, cooking mishaps, culinary disappointments, health concerns, or negative customer experiences, will not be the responsibility of us and all damages, liabilities or losses of any kind are hereby disclaimed by us.
We are not a custodian of the recipes provided to us by you for the purpose of inputting into your accounts. We do not guarantee the safekeeping or length of storage of these recipes. You should maintain their original copies or backup of all recipes. We will not be responsible or liable for any loss or damage of any sort incurred as a result of any lost or damaged recipes.
By using our recipe upload service, you expressly agree that such service is PROVIDED AND ACCEPTED BY YOU “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER AND IS USED BY YOU AT YOUR SOLE RISK. YOU FURTHER AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OUR RECIPE UPLOAD SERVICE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES.
Built-In Ingredients Feature. As part of our Services, we provide a built-in ingredients feature which includes measurements, yields, conversion information, and certain allergy information for ingredients selected by users when creating recipes on the Services (“Built-in Ingredients”). This feature is designed to assist users in creating recipes more efficiently. These Built-in Ingredients are provided as a convenience and are to be used at your sole discretion and risk.
Despite our efforts to provide accurate and up-to-date measurements, conversions, and allergy information, we make no warranties or representations as to, the accuracy, completeness, reliability or utility of any measurement, conversion, allergy or other information provided using the Built-in Ingredients, (ii) do not guarantee the accuracy, completeness, or reliability of such information, and (iii) shall not be liable for any errors, inaccuracies, or omissions in such information or for any actions taken in reliance on such information. Users are solely responsible for verifying the accuracy and suitability of all measurement, conversion, and allergy information before use and to consult with an allergist or nutritionist to confirm that the ingredients used in any user recipe created through the Services are free of all allergens.
We will not be responsible or liable for, and we hereby disclaim liability for, any loss, damage, personal injury, health concern, allergic reaction, cooking mishap, or any other issue that may arise as a result of the use of or reliance on these Built-in Ingredients including the associated measurements, conversions, and allergy information, including in recipes prepared by users through the use of the Services, or the dishes prepared based on such recipes.
By using our Built-In Ingredients service, you expressly agree that such service is PROVIDED AND ACCEPTED BY YOU “AS IS” WITHOUT WARRANTIES OF ANY KIND WHATSOEVER AND IS USED BY YOU AT YOUR SOLE RISK. YOU FURTHER AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OUR BUILT-IN INGREDIENTS SERVICE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES.
The Services including the Software are protected by copyright, trademark, and other US and foreign laws. These Terms don’t grant you any right, title, or interest in the Services or Software, others’ content in the Services, Opsi trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
You agree all right, title and interest in all intellectual property rights, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information source code, algorithms, concepts, techniques, methods, processes and technology used in or comprising the Services and Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any your user relating to the Services and any intellectual property created in the course of implementing and providing the Services or Software, whether by you or us, alone or jointly (collectively, the “Intellectual Property”) are owned by, and are vested in, us (or our applicable licensors/suppliers). You hereby assign to us any and all rights, interest or title you may have in or to any of the Intellectual Property without any compensation to you or any other party. Other than as expressly set forth in this Agreement, no license or other rights in the Intellectual Property are granted to you and all such rights are hereby expressly reserved by us. The Intellectual Property does not include any of Your Stuff.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our Copyright Agent. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
3 Germay Dr. Suite 4, Wilmington, DE 19804
Billing. You can add paid features to your account (turning your account into a “Paid Account”). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you’re on an annual plan, we’ll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.
No Refunds. You may cancel your Opsi Paid Account at any time by contacting [email protected]. Refunds are only issued if required by law.
Downgrades. Your Paid Account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or terminate your rights to the Services.
Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.
You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:
(a) you’re in breach of these Terms,
(b) you use the Services in a manner that would cause a real risk of harm or loss to us or other users, or
(c) you don’t have a Paid Account and haven’t accessed our Services for 12 consecutive months.
We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Stuff from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.
We won’t provide notice before termination where:
(a) you’re in material breach of these Terms,
(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
(c) we’re prohibited from doing so by law.
Discontinuation of Services
We may decide to discontinue the Services in response to unforeseen circumstances beyond Opsi’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Stuff from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven’t received Services for.
Services “AS IS”
We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, OPSI AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED AND ACCEPTED BY YOU “AS IS,” ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE ALSO SPECIFICALLY EXCLUDED AND DISCLAIMED. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE ERROR FREE, OR THAT ALL FAILURES OF THE SERVICES WILL BE CORRECTED. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF ANY OF OUR SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE OR TELECOMMUNICATIONS PROVIDERS, AND FOR ANY OTHER SIMILAR REASON. WE DISCLAIMS ALL LIABILITY FOR ANY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ON ANY WEBSITE LINKED TO THE SERVICES.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, WE DISCLAIM AND IN NO EVENT WILL OPSI, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, OWNERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS LICENSORS, SERVICE PROVIDERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “OPSI GROUP”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, LOSS OF USE OR INTERRUPTION, LOSS OF GOODWILL, REPLACEMENT COSTS, PERSONAL INJURY, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, OR ANY OTHER DAMAGES, LOSSES, LIABILITIES OR CLAIMS OF ANY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BY STATUTE OR OTHERWISE, ARISING FROM OR RELATING TO (i) THE USE OR THE INABILITY TO USE THE SERVICES OR THE CONTENT OR FEATURES CONTAINED ON OR ACCESSED THROUGH OUR SERVICES, ANY RECIPE OR OTHER RESULTS CREATED BY YOU AS A RESULT OF USING THE SERVICES OR ANY FEATURE CONTAINED ON OR ACCESSED THROUGH OUR SERVICES; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, OR ANY OTHER MATTER RELATING TO THE SERVICES, EVEN IF WE OR THE OPSI GROUP HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY OR RESULTING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT WILL THE OPSI GROUP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE GREATER OF $20 USD OR THE AMOUNT YOU’VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH OPSI IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO ALL OR A PORTION OF THE FOREGOING MAY NOT APPLY TO YOU, AND IN THOSE JURISDICTIONS, THE LIABILITY OF THE OPSI GROUP SHALL BE EXCLUDED OR LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal proceeding. Before filing a claim against Opsi, you agree to try to resolve the dispute informally by contacting [email protected]. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, you or Opsi may bring a formal proceeding in accordance with these Terms.
Mandatory Arbitration Provisions
We Both Agree To Arbitrate. You and Opsi agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. This is an arbitration agreement enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by emailing [email protected] within thirty (30) days of first registering your account. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding. Such notification must include your name, your email address and a statement that you do not wish to resolve disputes through arbitration. If you properly opt out of arbitration in accordance with this provision, the provisions set forth in the Governing Law section below apply in all respects to any disputes between you and us.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and any other AAA rules related to a consumer to the extent applicable (the “Rules”). Notice of a demand for arbitration shall be filed in writing with the other party hereto pursuant to the Notice section below and with the AAA. AAA’s rules and procedures governing the filing and process of AAA consumer arbitration, as well as the AAA consumer arbitration fee schedule, can be found in the Rules, available at www.adr.org. You also may contact AAA at 1-800-778-7879. The Rules and other AAA information may be amended from time to time and are subject to change.
The arbitration will be heard and determined by a single neutral arbitrator selected by the AAA who is a retired judge or a lawyer with not less than 15 years of experience as a practicing member of the bar in the substantive practice area related to the dispute, who will administer the arbitration in accordance with the Rules. The arbitrator will apply applicable law (pursuant to the Governing Law section below) and the provisions of this arbitration agreement and the terms and conditions of the Terms will determine any dispute. The arbitrator will have no authority to award punitive or consequential damages, or any other monetary relief not measured by the prevailing party’s actual direct damages (and attorney’s fees) and each party irrevocably waives any claim thereto. The arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The arbitration will be held in the United States county where you live or work, the state of Delaware, or any other location we agree to.
Arbitration Fees. Unless otherwise expressly stated herein, the AAA Rules will govern payment of all arbitration fees. If you file arbitration, you will incur a nonrefundable filing fee, payable on filing, pursuant to the fee schedule set forth in the Rules. Other than such filing fee, the expenses of arbitration and of the arbitrator shall be shared equally by the parties unless the arbitrator determines you filed a dispute that is frivolous or for sole purpose of being vexatious or to annoy in which case you shall bear the expenses of the arbitration and of the arbitrator. Opsi reserves the right to seek its attorneys’ fees and costs should it prevail in arbitration.
Exceptions to Agreement to Arbitrate. Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim. If the agreement to arbitrate is found not to apply to you or your claim, you agree to that the provisions set forth in the Governing Law section below apply in all respects to resolve your claim or dispute.
One Year Bar. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. We may bring an action at any time relating to our intellectual property rights.
NO CLASS ACTIONS OR JURY TRIALS. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND WE EACH ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL, OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND WE AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE, OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. IF FOR ANY REASON THIS ARBITRATION AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION AGREEMENT ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY, AND ALSO WAIVE RIGHTS TO A TRIAL BY JURY. IF FOR ANY REASON ANY PROVISION OF THIS ARBITRATION AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, IT SHALL BE SEVERED AND THE REMAINING PROVISIONS ENFORCED AS THOUGH THE OFFENDING PROVISION WERE NOT INCLUDED HEREIN.
All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
WITH RESPECT TO ANY DISPUTES OR CLAIMS NOT SUBJECT TO ARBITRATION, AS SET FORTH ABOVE, YOU AND WE EACH HEREBY (A) IRREVOCABLY AGREE THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING (“SUIT”) ARISING OUT OF OR IN CONNECTION WITH OR DUE TO ANY CLAIM OR DISPUTE THAT HAS ARISEN OR MAY ARISE BETWEEN YOU AND US MUST BE RESOLVED EXCLUSIVELY BY A STATE OR FEDERAL COURT LOCATED IN NEW CASTLE COUNTY, STATE OF DELAWARE, IRRESPECTIVE OF CHOICE-OF-VENUE RULES; (B) CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURT IN ANY SUCH SUIT; (C) WAIVES ANY OBJECTION THAT YOU OR WE MAY HAVE TO JURISDICTION OR VENUE OF ANY SUCH SUIT; (D) CONSENT TO SERVICE OF PROCESS IN ACCORDANCE WITH THE NOTICE PROVISION BELOW, AND (D) WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUCH SUIT, AND, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY SUIT ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.
These Terms any other document made a part of these Terms constitute the entire agreement between you and Opsi with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignment
Opsi’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Opsi may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise, change or modify these Terms from time to time in our sole discretion to better reflect:
- changes to the law,
- new regulatory requirements,
- changes to our Services terms and conditions, or
- improvements or enhancements made to our Services.
Any changes or modifications will be posted on our website with the date of revision and will be effective upon posting. Your continued use of the Service following such posting means you have accepted the modified Terms.
However, if you don’t agree to the updates we make, please notify us within thirty (30) days of the effective date of the modified terms by following the provisions in the Notice section below and cancel your account. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
All notices required to be given to us pursuant these Terms shall be deemed to have been duly given if in writing to us, at:
By email: [email protected] All notices required to be given to you shall be deemed to have been duly given if in writing and sent to the e-mail address on file with us. You are responsible to provide us with any changes to your e-mail address.