Terms of Service
Thank you for your interest in Opsivity, a product offered by Opsivity, Inc., (“Opsivity,” “we”, “our”, or “us”) that users can access through our Opsivity Mobile and Opsivity Wearable applications (the “Apps”) and our websites (the “Site,” collectively the “Service”). By installing the Apps or continuing to use the Service, you indicate that YOU ACCEPT these Terms and any of our policies referenced herein (collectively the “Terms”), and that YOU AGREE to abide by these Terms. If at any time you do not agree with these Terms, please immediately uninstall the Apps and cease all use of the Service.
We reserve the right to update and change these Terms from time to time without advance notice. If we change these Terms, we will post changes on this website and, in our discretion, provide you notice of any material changes. “Terms” also includes any future updates to these terms of use. We will also update the “Last Updated Date” and may provide a short summary at the bottom of these Terms. It is your responsibility to check these Terms periodically for changes and your continued access to and use of the Service following the posting of any changes to these Terms constitutes your acceptance of those changes.
Your Use of the Services
To set up your Account, you must provide your full name and any other information requested in order to complete the signup process to open an Account. You agree that the information you provide to us during the signup process and at all other times will be true, accurate, current, and complete. You agree to keep this information accurate and up to date at all times.
Eligibility
You must be 18 years or older to use the Service and register for an “Account.” YOU HEREBY REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE. You must register for an Account and use the Service only on behalf of yourself or a Subscribing Organization.
If you are registering or using an Account with us on behalf of a company, entity, or organization (“Subscribing Organization”), then you represent and warrant that you are an authorized representative of the Subscribing Organization with the authority to bind such organization to these Terms, and you agree to these Terms on behalf of such Subscribing Organization. In such cases, “you”, “your” or “yourself” means either your Subscribing Organization, and any other personnel accessing and using the Services, or you as an individual user.
Summary: You must be over 18 years of age to use the Service. If you are representing a Subscribing Organization in your use of the Service, you must have the authority to bind such organization to these Terms.
You are solely responsible for maintaining the security of your Account and password. We are not liable for any loss or damage from your failure to maintain this security obligation. If you believe that your Account has been compromised, then you agree to immediately notify your applicable Community Administrator.
You are responsible for all texts, data, graphics, photos, video files and any other content you submit to the Service and all activity that occurs under your Account (your “Content”) (even when Content is posted by others who have access to your Account). By submitting your Content to the Service, you represent that you are the creator and owner of the Content, or that you have all the necessary licenses, rights, permissions, and consents to authorize us to use and distribute the Content in a manner consistent with the features of the Service. F urther, by submitting your Content to the Services, you grant us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, and publish the Content solely for the purpose of displaying and distributing the Content in or with the Service. If you delete Content, we will use reasonable efforts to remove it from the Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable. We, in our discretion, reserve the right to delete any Content without prior notice.
You represent and warrant that your use of the Service will be in strict accordance with our Terms and all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and your use of the Service will not infringe or misappropriate the intellectual property of any third party.
You shall not in any way use the Service or submit to us or to the Service or to any user of the Service anything which in any respect:
- is in breach of any law, statute, rule, or regulation of any applicable jurisdiction;
- is fraudulent, criminal or unlawful; or
- impersonates any other person or entity or falsely claim an affiliation with any person or entity or misrepresent the source, identity or content of information posted to the Service; may infringe or breach the copyright or any other intellectual property rights (including without limitation copyright and trademark rights) or privacy or other rights of ours or any third party; involves your use, delivery or transmission of any viruses, unsolicited emails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the Service or any system, data or personal information.
Summary: You must provide us with accurate information about yourself and are responsible for keeping access to your Account secure at all times. You may submit Content to the Service to share with other users of the Service, and in doing so, you provide us with the necessary rights to display that Content in the Service. When using the Service, you will adhere to your community’s standards of acceptable conduct and not break any law, or doing anything hateful, objectionable, or shady.
Cancellation and Termination
You are solely responsible for properly canceling your Account. Account cancellation requests must be submitted to the Community Administrator and only if your Community Administrator does not respond within a reasonable amount of time, may you submit a cancellation request to us at support@opsivity.com. Any other means will not be considered valid. Upon cancellation, your Content will not be deleted from the Service until either you delete and remove it yourself, or request from your Community Administrator that your Content be deleted. After a reasonable amount of time after your cancellation, your Content may be removed or deleted by your Community Administrator.
We, in our sole discretion and without penalty have the right to suspend or terminate your Account, remove, or delete your Content and refuse any and all current or future use of the Service, or any other of our services, for any reason at any time. The reasons we might do this include your violation of these Terms. Such termination of your access and use of the Service will result in the deactivation or deletion of your Account and/or your access to your Account, and the forfeiture and relinquishment of all Content associated with your Account. You agree that we will not be liable to you or to any third party for such termination. We reserve the right to refuse service to anyone for any reason at any time. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitation of liability.
Summary: We and you may cancel or terminate your Account at any time for any reason.
Ownership
Except as provided for herein and to the extent necessary for us to offer the Service, these Terms do not license, transfer, or assign from you to us any rights to your Content.
The Service is owned and operated by Opsivity, Inc. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the Service provided by Opsivity (the “Materials”) are protected by United States copyright, trade dress, patent and trademark laws, international conventions and all other relevant intellectual property and proprietary rights and applicable laws. All Material contained in the Service is the property of Opsivity or its subsidiaries or affiliated companies and/or suppliers and licensors. All trademarks, services marks and trade names are proprietary to Opsivity or its affiliates and/or suppliers or licensors. You may not sell, license, distribute, copy, modify, publicly perform, or display, transmit, publish, edit, adapt, created derivative works from or otherwise make unauthorized use of the Materials. These Terms do not license, transfer, or assign from Opsivity to you, any Opsivity or third-party rights or intellectual property rights. Opsivity reserves all rights not expressly granted in these Terms.
Summary: We own the Service but not your Content.
Content Posted in the Service
We have not reviewed, and cannot review, all of the content and submissions posted by third parties in the Service. We are not responsible for third parties’ content, submissions or use of the Service. You understand that when using the Services, you will be exposed to content and materials posted by third parties or from a variety of sources and that we are not responsible for the quality, accuracy, usefulness or intellectual property rights of or relating to such third-party content and submissions. You further understand and acknowledge that you may be exposed to third party content and submissions that are inaccurate, offensive, indecent, or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies that you may have against us with respect thereto. We do not endorse any third-party content or submissions and we expressly disclaims any and all liability in connection with third-party content and submissions. We reserve the right to determine in our sole discretion whether to remove any third-party content or submissions or other content.
Summary: We are not responsible for the content and material posted by third parties in the Service.
Opsivity Privacy Policy
In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may automatically upload information about your computer or device, your use of the Service and Service performance. We use and protect that information as described in our privacy policy located at https://opsivity.com/privacy/ (“Privacy Policy”). You further acknowledge and agree that we may access and disclose information about you, including your Content, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect our rights or property and those of our customers, including the enforcement of our agreements or policies governing your use of the Service; (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers or the public.
We retain the right to block or otherwise prevent the delivery of any type of file, posting or other communication to or from the Service as part of our efforts to protect the Service, protect our customers and users, or stop you from breaching these Terms.
Summary: In operating the Service, we abide by our Privacy Policy, and require that Administrators abide by our Privacy Policy as well. We believe in your right to keep your information private and under your control, but encourage you to read our Privacy Policy and know how your Content and information is used.
Digital Millennium Copyright Act
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the accounts of those determined by us to be repeat infringers. If you are a copyright owner or an agent thereof, and you believe that any content in the Service infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing our Designated Copyright Agent with the following information in writing:
A physical or electronic signature of a person authorized to act on behalf of the owners of the an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service; Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and A statement that the information in the notification is accurate, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent support@opsivity.com For clarity, only DMCA notices should go to our Designated Copyright Agent. Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Summary: If you believe that your copyright(s) is being infringed by a third-party user of the Service, you may send a notice and request that complies with the DMCA process for such. We will respond to all such notices, including, as deemed required or appropriate, by removing the infringing material.
Disclaimer of Warranties
THE SERVICE AND ALL OTHER OF OPSIVITY’S SERVICES ARE PROVIDED “AS IS”. OPSIVITY AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER OPSIVITY NOR ITS SUPPLIERS AND LICENSORS MAKE ANY WARRANTY THAT THE SERVICE (INCLUDING THE DATA, YOUR CONTENT AND THIRD-PARTY CONTENT AND SUBMISSIONS) OR OPSIVITY’S SERVICES WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED.
Summary: We provide the Service “as is” and without warranty of any kind.
Indemnification and Limitation of Liability
You agree to indemnify, defend, and hold Opsivity, its affiliated companies, contractors, employees, agents and its third-party supplier, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, your violation of these Terms and any posted Opsivity policy or any breach of your representations, warranties, obligations, and covenants herein. Opsivity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Opsivity, and you agree to cooperate with Opsivity’s defense of these claims. Opsivity will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
IN NO EVENT WILL OPSIVITY, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF USE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS), EVEN IF OPSIVITY OR AN AUTHORIZED REPRESENTATIVE OF OPSIVITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OPSIVITY SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND OUR REASONABLE CONTROL. IN THE CASE THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN SUCH CASES, OPSIVITY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL OPSIVITY’S, OR ITS SUPPLIERS’ OR LICENSORS’, TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, OR YOUR INTERACTION WITH OTHER USERS IN THE SERVICE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO OPSIVITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM OR ONE HUNDRED US DOLLARS ($100), WHICHEVER IS GREATER.
Summary: We are not responsible if you break the law, breach this agreement or the rights of a third party, especially if you get sued. The Service is “as is”, so it may have errors or interruptions and we provide no warranties.
Basis of the Bargain
You acknowledge and agree that we have offered the Service, and have entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, and that the warranty disclaimers and the limitations of liability herein reflect a reasonable and fair allocation of risk between you and us, and that such forms the essential basis of the bargain between you and us. We would not be able to provide the Service to you on an economically reasonable basis without these limitations.
Summary: The warranty disclaimers and limitation of liability form the basis of the bargain between you and us, and without them, we cannot offer the Service to you for access and use.
Miscellaneous
These Terms constitutes the entire agreement between you and us. Any headers and the summaries are provided for your convenience and do not constitute binding terms or provisions of these Terms. Except to the extent applicable law, if any, provides otherwise, these Terms, any access to or use of the Service will be governed by the laws of the State of Washington, U.S.A, excluding any conflict of law provisions and the proper venue for any disputes arising out of or relating to the same will be in the United States District Court for the Western District of Washington and the state courts located in Clark County, Washington, U.S.A. Our failure to exercise any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver will be effective only if in writing and signed by us. If any provision of these Terms or any policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity or enforceability of any remaining provisions. We and you are not legal partners or agents, but are independent contractors. You may not transfer or assign these Terms, or any rights or licenses granted hereunder under any circumstances. We may transfer or assign these Terms without restriction. Any attempted transfer or assignment of these Terms by you will be void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.
Notices:
Unless stated otherwise in these Terms, notices to Opsivity must be sent to support@opsivity.co