End User Terms

Effective as of August 19, 2024

These end user terms (“End User Terms") represent the policy of Opfyx Ltd (“Company” “We” or “Our”). These End User Terms with any documents that are expressly incorporated by reference, including, without limitation, the Company's Privacy Policy located at: www.opfyx.com/privacy govern your access to and use of www.opfyx.com and any content, functionality, and services offered on or through www.opfyx.com or any other affiliated site (the "Website"), whether as a guest or a registered user.

These End User Terms apply to anyone who accesses the Website, and clients (“Client(s)”) who enroll for software services (“Services”) to access the Company's platform (“Platform”) pursuant to a Master Service Agreement (“MSA”) Anyone who accesses the Website, Services or Platform, collectively, “Users” or “you”.

Please read these End User Terms carefully before you start to use the Website or Platform. By using the Website or Platform, you accept and agree to be bound and abide by these End User Terms. If you do not want to agree to the End User Terms, you must not access or use the Website and Platform.

We may revise and update these End User Terms from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website and Platform thereafter. Your continued use of the Website and Platform following the posting of the revised End User Terms means that you accept and agree to the changes. You are expected to check this page each and every time you access this Website so you are aware of any changes, as they are binding on you.

To the extent these End User Terms and the Privacy Policy conflict, the Privacy Policy controls. To the extent there is a conflict between the End User Terms and an MSA, such MSA shall control.

Accessing the Website, Platform and Account Security
1. We reserve the right to withdraw or amend this Website and Platform, and any service or material we provide on the Website and Platform, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Website and Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website and Platform, or the entire Website and Platform, to users, including registered users.
2. To access the Website and Platform or some of the resources it offers, you may be asked to provide certain registration details, including your Company username and password, or other information. It is a condition of your use of the Website and Platform that all the information you provide on the Website and Platform is correct, current, and complete. You agree that all information you provide to register with this Website and Platform or otherwise, including, but not limited to, through the use of any interactive features on the Website and Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
3. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it 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 this Website and Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
4. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these End User Terms.
Use Of Website and Services
1. Limited License. Subject to these End User Terms, you are hereby granted a personal, non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Website and the Platform for use only as permitted by the Company and as allowed by an MSA. The Company reserves all rights not expressly granted herein in the Website and the Platform and the Company's intellectual property (as more fully discussed below). The Company may terminate this license at any time for any reason or no reason. The Company retains ownership of the Platform, and except as expressly set forth herein, no other rights or licenses are granted or to be implied.
2. User Account.
  1. Types of Accounts. Your account (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users.
  2. Applicability. If you open a User Account on behalf of a team, company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these End User Terms, and that you agree to these End User Terms on the entity's behalf. By connecting to Company with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your login credentials for that service.
  3. Security. You may never use another User's User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use strong passwords (unguessable passwords of sufficient length and entropy) with your User Account. You must notify the Company immediately of any breach of security or unauthorized use of your User Account. Company will not be liable for any losses caused by any unauthorized use of your User Account.
  4. Platform. The Platform may include software, now or in the future, including a web application, that modifies other files, folders, directories, root files, and/or other programs on your computer to properly integrate with third-party software. You hereby agree and acknowledge that you accept any modifications to the foregoing and release Company from any claims, actions, or damages as a result of any modification after downloading and installing Platform. Further, the Platform may enable access to Company and third-party services and web sites which requires Internet access and use of certain third-party services may require a Company username and password, and may require you to accept additional terms.
  5. Support. Company is not obligated to provide you with any maintenance, technical, or other support for the Website.
3. Prohibited Conduct.
  1. No Reverse Engineering. You may not, and you agree not to enable any third party, to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Platform or any services provided by the Platform, or any part thereof.
  2. No Circumvention. You may not and you agree not to remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within the Services. The Company utilizes technical or content protection measures, developed by the Company or third-party partners, for the Company's Services in order to prevent piracy and the unauthorized copying or use of the Services. Attempting to circumvent, disable or tamper with these measures shall terminate this license.
  3. Third-Party Data and Services. Portions of Platform may include third-party software and other copyrighted material. Acknowledgments, licensing terms, and disclaimers for such material are contained in the Platform, and your use of such material is governed by such respective terms. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and the Company shall have no responsibility with regard to the selection, performance, or use of these vendors or products.
4. California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5. Availability. We may, without prior notice, change the Service; stop providing the Service or features of the Service to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including, if in our sole determination, you violate any provision of these End User Terms or for no reason. Upon termination for any reason or no reason, you continue to be bound by these End User Terms. The Company may provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to the Company. Company may request this information from you via email, web questionnaires, bug forms, and other mechanisms. By agreeing to these End User Terms, you agree that Company may contact you from time to time, and you hereby consent to receive such communications. Except as otherwise set forth in the Privacy Policy, you agree that, in the absence of a separate written agreement to the contrary, Company will be free to use any Feedback you provide for any purpose.
6. Age. You must be at least 18 years of age to access and use this Website and use the Services. If you are 17 years or younger, do not use this Website for any purpose.
7. Risk. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitors to the Website, or by anyone who may be informed of any of its contents.
Intellectual Property Rights
1. The Website and Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These End User Terms permit you to use the Website and Platform for your authorized use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or Platform.
2. You must not:
  1. Modify copies of any materials from this site.
  2. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  3. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  4. You must not access or use for any unauthorized commercial purposes any part of the Website or Platform or any services or materials available through the Website or Platform.
3. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Platform in breach of these End User Terms, your right to use the Website and Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or Platform or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website or Platform not expressly permitted by these End User Terms is a breach of these End User Terms and may violate copyright, trademark, and other laws.
Trademarks
1. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are or will be trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website and Platform are/will be the trademarks of their respective owners.
2. Prohibited Uses. You may use the Website and Platform only for lawful purposes and in accordance with these End User Terms. You agree not to use the Website and Platform:
  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these End User Terms.
  4. To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  5. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  6. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website and Platform, or which, as determined by us, may harm the Company or users of the Website and Platform, or expose them to liability.
3. Additionally, you agree not to:
  1. Use the Website or Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website or Platform, including their ability to engage in real time activities through the Website or Platform.
  2. Use any robot, spider, or other automatic device, process, or means to access the Website or Platform for any purpose, including monitoring or copying any of the material on the Website or Platform.
  3. Use any manual process to monitor or copy any of the material on the Website or Platform, or for any other purpose not expressly authorized in these End User Terms, without our prior written consent.
  4. Use any device, software, or routine that interferes with the proper working of the Website or Platform.
  5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or Platform, the server on which the Website and Platform is stored, or any server, computer, or database connected to the Website or Platform.
  7. Attack the Website or Platform via a denial-of-service attack or a distributed denial-of-service attack.
  8. Otherwise attempt to interfere with the proper working of the Website or Platform.
Copyright
1. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website or Platform infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to our copyright agent at [email protected] and such notice must be in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA").
Linking and Social Media Features
1. If the Website, now or in the future, contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We may disable any links at any time without notice, at our sole and absolute discretion.
Limitation of Liabilities
1. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Platform or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a 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 Website, Platform or any Services.
2. As-Is. Your use of the Website and Platform, its content, and any Services is at your own risk. The Website, Platform, and any Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Website or Platform. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Website or Platform, or any Services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the Website or any Services or items obtained through the Website will otherwise meet your needs or expectations. To the fullest extent provided by law, the Company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
3. Limitation of Liability. To the fullest extent provided by law, in no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the Website or such other websites, the Services or the Platform including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
4. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, attorneys, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of these End User Terms, (ii) your use of the Website or Platform, or (iii) any use of the Website's content and Services, other than as expressly authorized in these End User Terms.
Dispute Resolution
1. Governing Law, Jurisdiction & Venue - Unless another governing law is identified in the MSA, these End User Terms are made under and shall be governed by and construed in accordance with the laws of England and Wales without regard to choice of law principles. Unless another venue is identified in the MSA, any dispute arising out of this these End User Terms, however defined, shall be brought in London, England and each Party agrees and irrevocably consents to the exercise of personal jurisdiction by such courts and waives any right to plead, claim or allege that London, England is an inconvenient forum or improper venue. Except for claims or disputes related to a Party's Intellectual Property and/or Confidential Information, the Parties agree to arbitrate all disputes. Any arbitration under these terms will be on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. You acknowledge that you are waiving your right to have your case decided by a jury and to participate in a class action against Company, and that Client has read and understands this clause. The arbitration shall be pursuant to the commercial arbitration rules of JAMS (Judicial Arbitration and Mediation Services), in accordance with the JAMS Streamlined Arbitration Rules and Procedures, in which case the Parties agree that the arbitration shall take place in the London England, unless another arbitration venue is identified in the MSA. If there is a dispute between the Parties and either Party institutes a lawsuit, arbitration, mediation, or other proceeding to enforce, declare or interpret the terms of these End User Terms, the prevailing Party shall be awarded its reasonable attorneys' fees and costs. No rights or remedies herein conferred upon or reserved to either Party are intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under these End User Terms or under applicable law. Unless otherwise required by law, an action or proceeding by either Party relating to any dispute must commence within one year after the cause of action accrues or becomes known.
2. Each Party acknowledges that its breach of the provisions hereof regarding the other Party's Intellectual Property would cause irreparable harm to such other Party, which could not adequately be compensated by money damages. Therefore, the Parties agree that in the event of a breach or threatened breach of any such provision, the non-breaching Party shall, in addition to the other remedies available to it hereunder or at law, have the right to preliminary and permanent injunctive relief, without the necessity of posting bond.
Miscellaneous
1. No waiver by the Company of any term or condition set out in these End User Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these End User Terms shall not constitute a waiver of such right or provision.
2. If any provision of these End User Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
3. All feedback, comments, requests for technical support, and other communications relating to the Website or Platform should be directed to: [email protected].