Terms of Service

1. SERVICES

   1. 1. Order Form. Oppos will provide you with the products and services set out in each Order Form (“Services”). An “Order Form” means Oppos’ applicable online order page(s), flows, in-product screens, or other Oppos-approved ordering document or process describing the Services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order Form will identify: (a) the scope of the Services to be performed by us for you; (b) the performance schedule and any milestones; (c) the applicable fees, permitted expenses, and any special payment terms; (d) the Order Form Term (as defined in Section 2.1); and (e) and any other related matters as the parties may agree. 
      2. Service-Specific Terms. Certain Services may be subject to additional terms specific to the product or service, which will be set forth in the applicable Order Form (“Service-Specific Terms”). By accessing or using a Service covered by the Service-Specific Terms, you also agree to the Service-Specific Terms. 
      3. Subcontractors. Oppos may provide the Services through a subcontractor or otherwise subcontract or delegate the performance of any of our obligations pursuant to these Terms or any Order Form, provided that we remain fully responsible and liable for the acts or omissions of such subcontractors. 
      4. Information, Feedback, and Resources. You will provide all reasonable information, feedback, and resources required to allow Oppos to provide the Services. We will not be responsible for any error, omission, missed deadline, or damages caused by: (a) any inaccuracy with the information provided by you; (b) your failure to provide required information or resources; and/or (c) delays in performance caused by your acts or omissions.
      5. Your Responsibilities. You will provide the following, as may be further described in the applicable Order Form: (a) timely access and provision of sample data, servers, API, design assets, and other software or information deemed necessary by Oppos for the provision of the Services; and (b) any other tools, access, personnel, space, or materials as reasonably required by us for the provision of the Services.
2. TERM AND TERMINATION
   1. 1. Order Form Term. Each Order Form will set out the Order Form effective date, the initial term of the Order Form, and any terms and conditions relating to the renewal of the Order Form (the “Order Form Term”). 
      2. Termination for Cause. Either party may terminate these Terms for cause upon notice to the other party where: (a) the other party commits a material breach of any obligation in these Terms and fails to cure such breach within thirty (30) days of receipt of notice from the other party; (b) immediately upon notice if the other party commits a material breach of any obligation in these Terms and such breach is not capable of being cured; or (c) the other party becomes insolvent, has a receiver or trustee in bankruptcy appointed, enters into liquidation, is subject to an arrangement for protection from its creditors, fails to comply with a statutory demand, or is otherwise unable to pay its debts when due.
      3. Termination for Convenience. Oppos may terminate these Terms or an applicable Order Form, in whole or in part, for convenience upon thirty (30) days advanced written notice to you.
      4. Effect of Termination. Upon expiration or termination of these Terms for any reason, you will pay any amounts you owe to Oppos, including payment obligations for Services already rendered, work already performed, or expenses already incurred.
      5. Survival. Any provisions in these Terms which, by their nature, should survive termination or expiry of these Terms in order to give effect to the rights and obligations of the parties that accrued prior to the effective date of termination, will survive any such termination or expiry.
3. FEES, INVOICES, PAYMENT
   1. 1. Fees and Expenses. You will pay Oppos the applicable fees for the Services provided under the applicable Order Form, in accordance with these Terms and the applicable Order Form. In addition to the fees, you will pay us for all reasonable out-of-pocket expenses, including travel and living expenses, incurred by us in the performance of Services. Categories of approved expenses will be set out in the applicable Order Form and will be supported by receipts. For Services provided and invoiced in accordance with these Terms, you will pay all value-added taxes as required by applicable law, excluding taxes on our income.
      2. Invoicing and Payment. Oppos will invoice you in accordance with the invoicing schedule set out in the applicable Order Form. You will pay all invoiced fees within thirty (30) days of the invoice date.
      3. Late Interest. Oppos may charge interest daily for any late payments hereunder at the rate of 12% per annum, compounded daily, or the maximum rate permitted by applicable law, whichever is higher, starting on the date the payment is due and ending on the date payment is received by us (both dates inclusive).
      4. Set-Off. You will not withhold or deduct any amounts from, or set-off amounts owed by, Oppos to you against any amounts invoiced by us under these Terms.
4. INTELLECTUAL PROPERTY
   1. 1. Oppos Intellectual Property. Oppos and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to our Services and related to our technology, templates, formats, and dashboards, including any modifications or improvements thereto, made by you or us. 
      2. Feedback. From time to time, you may choose to submit comments, questions, ideas, suggestions, or other feedback relating to the Services to Oppos (“Feedback”). We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information (as defined in Section 5.1(a)), and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. 
5. CONFIDENTIALITY, PRIVACY, SECURITY 
   1. 1. Confidential Information. 
         1. “Confidential Information” means all non-public, proprietary, business, technical, disclosed, or learned information in connection with these Terms that has been identified as confidential at the time of disclosure or that a person would reasonably understand to be confidential, and includes the Services. The confidentiality obligations set out in this Section 5 does not apply to information that: (i) was generally known to the public at the time disclosed to the receiving party; (ii) becomes generally known to the public (other than through a breach of this Section 5 by the receiving party); (iii) was in the receiving party’s possession free of any obligation of confidentiality prior to disclosure by the disclosing party; (iv) is rightfully received by the receiving party from a third party without any restriction on disclosure; or (v) was independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information. 
         2. A receiving party: (i) will not use the disclosing party’s Confidential Information except as necessary to fulfill its obligations or use the Services in accordance with these Terms; and (ii) will take reasonable security precautions to safeguard the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to those of its employees, directors, affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in these Terms. The receiving party will be responsible for its Representatives’ disclosure or use of the disclosing party’s Confidential Information in violation of this Section 5. 
         3. The receiving party may disclose Confidential Information to the extent required by applicable law, provided the receiving party promptly notifies the disclosing party of such requirement so that the disclosing party may object to or attempt to limit the amount of information disclosed.
      2. Security. Oppos has implemented and will maintain commercially reasonable information security safeguards in compliance with acceptable industry standards, which include physical, organizational, and technical measures designed to preserve the security, integrity, and confidentiality of your Confidential Information and to protect against information security threats.
      3. Privacy. You consent to the collection of your personal information by Oppos in accordance with our privacy policy, as updated by us from time to time (a current version of which can be found at https://getoppos.com/privacy-policy/) (“Privacy Policy”), for our use as contemplated in these Terms and the Privacy Policy. We will have no liability for interference with or disruption of, or modification or deletion of data or content processed by, third party services or applications in connection with any information or data transferred or disclosed to or from such third party services or applications.
6. Remedies and limitations 
   1. 1. Limited Warranties. Oppos will provide the Services: (a) in accordance with these Terms and subject to the conditions set forth in the applicable Order Form; (b) using personnel of required skill, experience, and qualifications; (c) in a workmanlike and professional manner; and (d) in accordance with industry professional standards. If we breach the foregoing warranty and you make a reasonably detailed warranty claim within thirty (30) days of discovering the issue, then we will use reasonable efforts to correct the non-conformity. If we determine such remedy to be impracticable, we may terminate the affected Order Form as relates to the non-conforming Service and we will provide you a refund of any pre-paid, unused fees relating to the non-conforming Service for the remainder of the Order Form Term. These procedures are your exclusive remedy and our entire liability for breach of the foregoing warranty.
      2. DISCLAIMER. EXCEPT AS EXPRESSLY STATED ELSEWHERE IN THESE TERMS OR ANY ORDER FORM, ALL SERVICES ARE PROVIDED “AS IS” AND OPPOS MAKES, AND THERE ARE, NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, UNDER THESE TERMS OR ANY ORDER FORMS, REGARDING ANY MATTER, INCLUDING NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT IN ANY WAY LIMITING THE FOREGOING, OPPOS DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR THAT THERE WILL BE UNINTERRUPTED OPERATION OF THE SERVICES.
      3. Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Oppos and our directors, employees, officers, advisors, contractors, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, incurred by any of the Indemnitees, arising out of: (a) any of your acts or omissions in connection with the Services; or (b) your breach of any term under these Terms. 
      4. Liability Cap. Oppos’ aggregate liability under these Terms, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total fees actually paid by you to us under the applicable Order Form in the six (6) months immediately preceding the month in which the most recent event giving rise to liability occurred. 
      5. Consequential Damages Waiver. In no event, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, will Oppos be liable to you under these Terms for: (a) any indirect, consequential, incidental, exemplary, punitive, or special damages; or (b) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, or special, characterized as lost revenue, lost savings, or lost profits; even if we have been advised of the possibility of such damages in advance. Regardless of whether such losses are deemed to be direct or indirect damages, we will not be liable to you for any damages relating to a loss of data, and you are responsible for the backup of your data.
7. GENERAL
8. 1. Marketing. During the Order Form Term, Oppos may use your name, logo, and case studies on our website or in marketing discussions and materials, provided that none of your Confidential Information is disclosed.
   2. Non-Solicitation. During the Order Form Term and for a period of one (1) year thereafter, you will not, without the prior written consent of Oppos, directly or indirectly: (a) employ or retain as an independent contractor any employee or contractor of Oppos with whom you had contact with respect to the Services prior to the termination of the applicable Order Form; or (b) solicit or attempt to induce any such person to leave our employment or to terminate their contract with us. The foregoing restriction will not apply to the employment of, or contracting with, any person who responds to any general recruitment advertisement by you in the normal course of business, without specifically targeting or approaching the employee or contractor of Oppos.
   3. Governing Law. These Terms will be governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purpose of all legal proceedings, these Terms will be deemed to have been made and performed in the Province of Ontario and the courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising under these Terms.  
   4. Force Majeure. Oppos will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligation under these Terms, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control.
   5. Order of Priority. In the event a conflict exists between the main body of these Terms and those of any Order Form, the terms of the Order Form will control with respect to the conflict. In the event a conflict exists between the main body of these Terms and those of any Service-Specific Terms, the Service-Specific Terms will control with respect to the subject matter. 
   6. Severability. Each provision of these Terms will be interpreted in such a manner as to be effective and valid under applicable law. Any invalid or unenforceable provision will be deemed severed from these Terms and the balance of these Terms will be construed and enforced as if these Terms did not contain the particular provisions(s) held to be invalid or unenforceable.
   7. Entire Agreement. These Terms, as modified from time to time, constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
   8. Waiver. Oppos’ failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Notice. Any notice under these Terms must be given in writing. We may provide notice to you through the notification email address you provide to us in the Order Form. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to Oppos Incorporated at 5698 Whitehorn Ave. Mississauga ON, Canada, L5V2A9. Your notices to us will be deemed given upon receipt.