Terms of Service

April 2023

1. Overview

   Opsly Cloud Ltd, a company incorporated in England and Wales with registered address at 9 Union Street, Barnet, England, EN5 4HY, (“Opsly”, “we", “our”) offers a cloud-based internal developer platform as a subscription service (“Service”) as well as support and professional services (all collectively, the “Services”).

   “You” or the “Customer” means you are accepting these Terms or Service on behalf of an entity you represent, or you are accepting the terms on behalf of yourself, individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms of Service, and you agree to these Terms of Service on behalf of that entity.

   These Terms of Service, together with our Privacy Policy (together, the “Agreement”) govern your access to and use of the Service. If you register for a free trial, evaluation or free Services, the applicable provisions of this Agreement also govern your access to such Services.

   You agree to the terms of this Agreement by accepting them or by using the Services.

   We periodically update the terms of this Agreement. If you have an active Opsly account, we will notify you of updates via an email or a notification on the Opsly platform. Unless the notice states otherwise, the updated terms of this Agreement will become effective and binding on the next business day after it is posted.

   The “Effective Date” of this Agreement is the earlier of (a) your initial access to the Service through any online provisioning, registration or order process or (b) the date of the first Order. Certain capitalized terms are defined in Section 15 (Definitions) and others are defined contextually in this Agreement. By indicating your acceptance of this Agreement or accessing or using the Service, you agree to be bound by the terms and conditions of this Agreement.

2. Provision of the Services by Opsly
   1. You and each User may access and use the Service, including the software provided as part of the Service, during the applicable subscription term, solely in connection with your internal business operations and subject to this Agreement. You may not assign or grant a sub-license of your rights to use the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service.
   2. Opsly may provide implementation, consulting, configuration, integration, training, advisory, development, and other professional services (“Professional Services”) as described in, and subject to payment of the fees specified in, an Order. Opsly hereby grants you a right to access and use the goods, products, or other deliverables identified in an Order for Professional Services (“Deliverables”) for your internal business purposes, pursuant to these Terms.
   3. Opsly provides technical support for the Service (“Support”). Support requests may be submitted to support@opslycloud.com, as applicable.
   4. Opsly warrants that: (a) during the applicable subscription term, the Service will operate substantially as described in the online documentation; (b) the Support and Professional Services will be performed in a competent and workmanlike manner in accordance with generally accepted industry standards, this Agreement and applicable Order; and (c) the Deliverables will conform to the specifications in the applicable Order. If you believe the Service or Deliverable does not comply with these warranties, you must notify Opsly in writing within 30 days of delivery of the non-conforming Service or Deliverable. As your exclusive remedy and Opsly’s sole liability for breach of these warranties, Opsly will use commercially reasonable efforts to correct the non-conforming Service or Deliverable at no additional charge to Customer within a reasonable time period. These warranties will not apply to any failure caused by a defect in or modification to the applicable Service or Deliverable caused or made by you, any User, or a person acting at your direction.
   5. The Service includes the features and functionality applicable to the version selected. Opsly may update the content, functionality, and user interface of the Service in its sole discretion. Some features and functionality may be available only with certain versions of the Service. Opsly does not represent or warrant that a particular subscription plan will be offered indefinitely and reserves the right to change or alter the features and options, including volume of transmissions and maximum storage space, in a particular subscription plan without prior notice.
   6. Any operation or transaction completed via any third-party application or service is between you and the relevant third party, and not Opsly. Opsly recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant third-party application or service. Our provision of features enabling interoperation with any third party application or service does not constitute endorsement or approval of it.
3. Using the Services
   1. In order to register for and access certain Services, you and each User will be required to provide information. You agree that any registration information given to Opsly, including contact information (e.g., e-mail address) and billing/payment details, will be accurate and kept current.
   2. You will obtain, maintain, and support all internet access, equipment, and ancillary services needed to access the Services and Deliverables. Subscriptions are for named individuals and cannot be shared or used by more than one individual at a time. Each User must keep a secure password for accessing the Subscription Service, which must be kept confidential. You will (a) if applicable, obtain from the Users on your account any consents necessary for Opsly to provide the Services; (b) maintain commercially reasonable security standards with respect to use of the Opsly Assets (defined below); and (c) in the event of any unauthorized access to or use of the Services or Deliverables, promptly notify Opsly at info@opslycloud.com.
   3. You are responsible for (a) access to and use of the Service and Deliverables by the Users on your account and each User’s compliance with these Terms; (b) the secure transmission of your Content to the Subscription Service, (c) the legality, reliability, integrity, accuracy and quality of the Content, any conclusions drawn or actions taken therefrom, and the means by which you or the Users acquired the Content so that Opsly and its service providers may lawfully use, process, and transfer the Content in accordance with these Terms; (d) if desired, backing-up your Content outside of the Service; and (e) if required, providing qualified personnel to timely perform your duties and tasks specified in an Order or as may be reasonably necessary in connection with Opsly’s performance of the Professional Services and providing Opsly with any information, data and other materials that you agree to provide under an Order related to Professional Services.
   4. You will not and will ensure that each User does not: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Services or Deliverables available to any third-party except as expressly authorized herein; (b) copy, modify, translate, adapt, merge, or create derivative works of the Services or Deliverables or disassemble, decompile, reverse engineer or otherwise extract the source code of, or reduce to human-perceivable form, any part of them unless the foregoing restrictions are expressly prohibited by applicable law; (c) use or access the Services or Deliverables (i) for competitive purposes or (ii) other than in compliance with all applicable laws and regulations (including export control laws and restrictions); (d) remove or modify any proprietary markings or restrictive legends in the Service or on the Deliverables; (e) infringe or misappropriate any Opsly Assets; (f) attempt to gain unauthorized access to the Services or any portion thereof; (g) introduce into the Service viruses, malware, Trojan horses, worms, spyware or other destructive code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Service; (h) access or attempt to access the Service by any means other than Opsly’s publicly supported interfaces, including through any automated means (i.e. use of scripts or web crawlers); (i) probe, scan, or test the vulnerability of any Opsly system or network; or (j) access, store, create, share, display, publish or transmit any material that is unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasive of another’s privacy, or infringes the intellectual property rights of a third-party through the Service.
   5. You will not and will ensure that each User does not use the Service with Prohibited Data. You acknowledge that the Service is not intended to meet any legal obligations for these uses, and that Opsly has no liability for Prohibited Data.
4. Billing, Payment and Renewal
   1. If you select a paid tier of the Service (a “paid account”) Opsly will bill you in advance for use of the Service on the frequency that you select.
   2. Current pricing for non-enterprise accounts are published on the Opsly Website. Opsly reserves the right to modify pricing at any time for renewal terms; provided, that Opsly will notify you or the account admin prior to any price increase affecting that account. If you upgrade to a higher tier of paid account, Opsly will credit any remaining balance from your previous subscription payment to your new tier. If you move to a lower tier of a paid plan, the fee change will take effect in the next billing cycle. You acknowledge that you will not receive a refund for the then-current billing cycle if you move to a lower tier of a paid plan, or to a free plan.
   3. All payments due are in British Pounds sterling (GBP) unless otherwise indicated on the subscription pricing page, Order or invoice. Credit card, debit card or other non-invoice forms of payment are due at the beginning of the relevant subscription term. Opsly will charge you for all fees when due. Opsly may enable other forms of payment in the Account Settings page, which may be subject to additional terms. Payments for invoices are due thirty (30) days after the invoice date, unless otherwise specified, and are considered delinquent thereafter.
   4. Your subscription will automatically renew at the end of each subscription term and you authorize Opsly to charge the credit card, debit card or other non-invoice forms of payment for each renewal. If you wish to change your subscription level, number of Users, subscription term, or cancel your auto-renewal, the account owner or the admin must contact our customer support team 30 days prior to the renewal date.
   5. Unless otherwise agreed to in an Order, Professional Services will be performed remotely and are provided on a time and materials basis (“T&M”) at the rates set forth in the Order. T&M estimates are not a guarantee that the project will be completed in the estimated number of hours. Actual T&M hours may be more or less. In addition, you will reimburse Opsly for reasonable, documented, out-of-pocket expenses (including all travel costs and expenses) incurred by Opsly in the course of providing Professional Services that are authorized or pre-approved by you in writing.
   6. Except as expressly set forth in this Agreement or when required by law, all fees are non-cancellable and once paid are non-refundable, even in the case of unused subscription.
   7. You will pay fees without any set-off, counterclaim, deduction or withholding of any kind, except as may be required by law. If any withholding or deduction is required by law, you will, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that it would have received if no such withholding or deduction had been required.
5. Customer Content
   1. Opsly claims no Intellectual Property Rights in and to your applications and software, your Content or any material you provide or otherwise transmit to Opsly via the Service. However, you acknowledge and agree that in order for us to provide Service, you will be required to grant us ’read’ access to your code repositories and cloud accounts and we will be inspecting, using, sending to Opsly servers, displaying and storing: (i) the Content; and (ii) information relating to the Content (such as the project name, code variables, configuration data and values) (together, “Project Information”), in all cases for the purposes of providing the Services. Additionally, you acknowledge and agree that Opsly may use the Project Information and any of your Content for analytical purposes and to improve the Services.
   2. You hereby grant Opsly a worldwide, non-exclusive, non-transferable, right to access, use and process the Content and the Project Information: (a) as requested by you; (b) as necessary to manage accounts, provide Support and provide and improve the Services, including to identify, investigate, or resolve technical or security problems with the Services and to detect and protect against fraud; and (c) as required by applicable law, regulation, legal process or enforceable governmental request and to detect and prevent violations of these Terms.
6. Opsly Intellectual Property and Proprietary Rights
   1. As between the parties, Opsly owns all right, title, and interest in and to the Opsly Assets and Opsly Confidential Information, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Opsly does not convey any rights to you or any User. “Opsly Assets” means (i) the Services, Deliverables and all materials, ideas, and items that are conceived, made, discovered, written, or created by Opsly’s personnel in connection with providing the same (but not any Content or your Confidential Information contained therein); (ii) all Opsly technology, software, data, methodologies, changes, improvements, components and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code and object code in and to the foregoing; and (iii) all other intellectual property owned by Opsly and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how.
   2. You or a User may provide feedback or suggestions about the features, functions, or operation of the Services (“Feedback”). Opsly may freely use and exploit the Feedback (without any obligations or restrictions). You and the Users are not required to provide Feedback and Opsly is not required to use or incorporate Feedback into any of its products or Services.
   3. Nothing in the Terms gives you a right to use any of Opsly’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
7. Termination
   1. If you do not have a paid subscription to the Services, we may suspend, limit, or terminate the Services and terminate this Agreement for any reason at any time without notice, and you may terminate this Agreement at any time by deleting your account by asking us to do so via email to info@opslycloud.com. If you have a paid subscription to the Services, you may terminate by giving thirty (30) days’ notice prior to the renewal date via email to info@opslycloud.com.
   2. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
   3. Opsly reserves the right to suspend access to the subscription Service if (a) you have undisputed amounts more than 10 days past due; (b) Opsly reasonably determines that you or any Users on your account are in breach of this Agreement; or (c) Opsly reasonably determines that you or any Users on your account are using the Service in a way that creates a security vulnerability, may disrupt others’ use of the Service, or have misappropriated or infringed Opsly’s or another third-party’s intellectual property or proprietary rights. Opsly will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved. Opsly will not suspend access if you are (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute. You acknowledge and agree that if Opsly disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other Content contained in your account.
8. Effect of Termination
   1. Upon expiration or termination of this Agreement or an Order, your access to the Service will cease, other than limited use of the Service to export Content. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information. Your Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions. Notwithstanding the foregoing, if Users maintain free or suspended accounts after cancellation of a paid account, information and Content in those accounts will not be deleted until such accounts are permanently deleted and the free or suspended accounts will remain subject to this Agreement.
   2. These Sections survive expiration or termination of this Agreement: 3.3 (Customer obligations), 3.4 (Customer restrictions), 4 (Billing, Payment & Renewal), 5 (Customer Content), 6 (Opsley Intellectual Property & Proprietary Rights), 8 (Effect of Termination), 8.2 (Survival), 9 (Exclusion of Waranties), 10 (Limitations of Liability), 11 (Indemnification), 12 (Confidentiality), 14 (General Terms) and 15 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
9. Exclusion of Warranties
   1. Except as expressly provided in Section 2.4 (Limited Warranty), the Service and all related Opsly services are provided “AS IS”. Opsly and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Opsly does not warrant that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, operate in combination with third-party services used by Customer or maintain Customer Content without loss. Opsly is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Opsly’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
10. Limitations of Liability
    1. The disclaimer in this Section 10.1 will not apply to the extent prohibited by Laws. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
    2. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Opsly during the prior 12 months under this Agreement.
       “Excluded Claims” means: (a) Customer’s breach of Sections 3.3 (Customer obligations) or 3.4 (Customer restrictions), (b) either party’s breach of Section 12 (Confidentiality) (but excluding claims relating to Customer Content), (c) amounts payable to third parties under Customer’s obligations in Section 11.2 (Indemnification by Customer), (d) either party’s willful misconduct or (e) Opsly’s performance of the Service that results in death, personal injury or damage to tangible property.
    3. The waivers and limitations in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
11. Indemnification
    1. Indemnification by Opsly

       For Customers who are paying subscribers to the Service, Opsly will defend Customer from and against any third-party claim to the extent alleging that the Service, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Opsly resulting from the claim.

    2. Indemnification by Customer

       Customer will defend Opsly from and against any third-party claim to the extent resulting from Customer Content or Customer’s breach or alleged breach of Section 3 (Using the Services), and will indemnify and hold harmless Opsly against any damages or costs awarded against Opsly (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

    3. Procedures

       The indemnifying party’s obligations in this Section 11 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Opsly is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

    4. Mitigation and Exceptions

       In response to an actual or potential infringement claim, if required by settlement or injunction or as Opsly determines necessary to avoid material liability, Opsly may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Opsly’s obligations in this Section 11 do not apply (1) to the extent infringement results from Customer’s modification of the Service or use of the Service in combination with items not specified in the Documentation or provided by Opsly (including Customer Applications), (2) to infringement resulting from Software other than the most recent release provided by Opsly, (3) to unauthorized use of the Service, (4) if Customer settles or makes any admissions about a claim without Opsly’s prior consent, (5) if Customer continues to use the Service (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement or (6) to Trials and Betas or other free or evaluation. This Section 11 sets out Customer’s exclusive remedy and Opsly’s entire liability regarding infringement of third-party intellectual property rights.

12. Confidentiality
    1. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Opsly’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service and the Software. Customer’s Confidential Information includes Customer Content and Customer Applications.
    2. As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 5 (Customer Content), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Opsly, the subcontractors referenced in Section 14.8), provided it remains responsible for their compliance with this Section 12 and they are bound to confidentiality obligations no less protective than this Section 12.
    3. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
    4. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Agreement without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    5. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment and takes commercially reasonable and lawful actions to avoid or minimize the extent of, and to obtain confidential treatment for, any such disclosure.
13. Trials and Betas

    If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Opsly (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Opsly may never release, and their features and performance information are Opsly’s Confidential Information. Notwithstanding anything else in this Agreement, Opsly provides Trials and Betas “AS IS” with no warranty, indemnity or support and its liability for Trials and Betas will not exceed GBP £50.

14. General Terms
    1. Publicity

       Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Opsly may include Customer and its trademarks in Opsly’s customer lists and promotional materials but will cease this use at Customer’s written request.

    2. Assignment

       Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

    3. Governing Law and Jurisdiction

       This Agreement is governed by and construed with the laws of England and Wales without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Agreement.

    4. Notices

       Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the Order and will be deemed given: (a) upon receipt if by hand or confirmed electronic transmission, (b) upon receipt if by certified or registered mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. Either party may update its address with notice to the other party. All notices to Opsly must include a copy emailed to info@opslycloud.com. Opsly may also send operational notices to Customer by email or through the Service.

    5. Entire Agreemen

       This Agreement (which includes all Orders) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.

    6. Waivers and Severability

       Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

    7. Force Majeure

       Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster

    8. Subcontractors

       Opsly may use subcontractors and permit them to exercise Opsly’s rights, but Opsly remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

    9. Independent Contractors

       The parties are independent contractors, not agents, partners or joint venturers.

    10. Anti-Corruption and International Trade Laws

        Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. Customer will promptly notify Opsly in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Opsly. Opsly represents that it has obtained, and warrants that it will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Service. Each party represents that it (and in Customer’s case, also its End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). Customer will immediately (a) discontinue use of the Service if it is placed on any Sanctions List and (b) remove End Users’ access to the Services if End Users become placed on any Sanctions List. Customer represents that it has not, and warrants that it will not, export, re-export, or transfer the Service to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 14.10.

    11. Open Source

        The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or by Opsly upon request. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

    12. Service Updates

        The Service will automatically download and install updates from time to time from Opsly. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions with different features. You agree to receive such updates and permit Opsly to deliver them to you as part of your use of the Service.

15. Definitions

    “Customer Application” means any software application or service that Customer utilises that interfaces with the Service.

    “Content” means any code, configuration file, container image, diagrams, data, content, cloud credentials or item relating to Customer’s software projects or software infrastructure that Customer creates within or submits to the Service, including any code accessible by Opsly in Customer’s code repositories.

    “Documentation” means Opsly’s usage guidelines and standard technical documentation for the Service, the current version of which is here.

    “Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

    “Order” means an order document, online registration or order confirmation for access to the Service that references this Agreement.

    “Privacy Policy” means the Privacy Policy, the current version of which is here.

    “Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any medical data, financial data, data about minors or other sensitive personal data protected under foreign or domestic Laws.

    “Service” means Opsly’s proprietary cloud service, as described on www.opslycloud.com. and as identified in a relevant Order and as modified from time to time. The Service includes the Software and Documentation.

    “Software” means any Opsly client software, API, scripts, apps or other code provided to Customer by Opsly for use with the Service.

    “Usage Data” means any data that is derived from the use of the Service that does not directly or indirectly identify Customer, End User, or any natural person and includes (a) data such as volumes, frequencies, bounce rates, and Service performance data and (b) subject to any restrictions under applicable law or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify any natural person.

    “User” means any individual that Customer permits or invites to use the Service.