These Terms of Service (“Terms”, “Terms of Service”) governs the use of Services (the “Service”, ”Site” or "Platform") operated by Oppwiser (“us”, ‘we”, “our”, "Oppwiser"). These Terms are a legally binding agreement that outlines the rules for using the Services and governs the relationship between you ("you", "your", the "Customer") and us.
You can accept these Terms by either: a) executing an Order Form that references these Terms; b) making a payment for the Services or c) using the Services in any other way.
1.1. Oppwiser hereby grants you a non-exclusive, non-transferable, worldwide, revocable license to access and use the Oppwiser Platform as specified in the Order Form for your internal business purposes only, subject to these Terms. Services may include information ("Data"), access or use of software. Customer shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Data or any part of the Services to any third party. By agreeing to these Terms, you commit not to develop a competitive product or service, or build a product using similar features or replicating features from the Services.
2.1. Subscription. Oppwiser will provide the Services through paid or free trial accounts, such as by providing a subscription plan on a yearly basis, or by providing other services agreed in the Order Form. Services are provided through accounts, password-protected online access, or other methods mutually agreed upon by the parties. Customer is aware that the Data contained in the Services will be updated periodically, and that at any given time Customer is entitled to access and use the data to which it has subscribed in its current state.
2.2. Fees Customer shall pay all applicable fees stated in the Order Form. All fees shall be paid on the terms set in the Order Form. If no payment terms is specified for any fees, the payment shall be due within 30 days of the provided invoice date. Customer shall have no right of offset or withholding under these Terms.
The subscription is on a per-seat basis and is for a single “seat” or user unless otherwise indicated in the Order Form.
If you do not have an Order Form, you must cancel your subscription the day before your next scheduled payment date in order to prevent being charged.
2.3. Refunds. No refunds or credits will be issued for payments that have already been made, regardless of the amount of time used.
2.4. Late payment. Oppwiser has the right to charge the Customer interest on all fees and amounts due to Oppwiser, after the date such amounts are due and payable according to Customer's Order Form. Such amounts shall bear interest of 1.5% per month or the maximum rate of interest allowable by law.
2.5. Taxes. Customer shall be solely responsible for any applicable taxes, such as sales, use, levies, duties, or any value added or similar taxes, that are required by any local, state, provincial, federal, or foreign jurisdiction for their subscription. All payments to be made for the Services shall be free and clear of any and all taxes, levies, duties, imports, fees or other charges and shall be paid by the Customer regardless of any withholding taxes to be paid by the Customer to the tax authorities.
3.1. As a user of the Services, you agree not to:
We reserve the right, but not the obligation, to:
4.1. As between you and Oppwiser, all rights, title and interest related to the Service, including but not limited to patents, copyrights, trademarks, trade names, service marks, trade secrets, other intellectual property rights including but not limited to content, layout, functions, design, appearance and service marks, and any goodwill associated with it, remain exclusively owned by Oppwiser. For instance, we retain ownership of any designs or product features that are integral to the Service, such as the way Data is organised, set, presented and delivery, as well as any know-how or other intellectual property involved in the creation, provision, display, and accessibility of the Service. All other trademarks, product/company names and logos mentioned in the content of Services are the property of their respective owners.
4.2. The Services and its entire content, features and functionality (including but not limited to all information, software, text, displays, the underlying data that is the result of our Services, images, the design, selection and arrangement thereof) are owned by the Oppwiser and protected by copyright laws.
In some cases, while using Oppwiser Services, Customer may access personal data of individuals (data subjecs), e.g such information as their name, job title, previous professional experiences, or other ("Personal data"). To the extent, that Personal data obtained by the Customer under these Terms is subject to General Data Protection Regulation (GDPR) each Party agrees that it is a “Controller” with respect to such Personal data as defined in the GDPR, and agrees to comply with applicable data protection laws, regulations and the lawful processing of Personal data.
Notwithstanding anything in these Terms to the contrary, Customer as a Controller shall be solely responsible for determining the decisions about the purposes and procedures of how and why Personal data will be used and otherwise ensuring compliance with GDPR and/or other data protection laws, regulations, including but not limited to establishing lawful basis for Personal data processing, ensuring availability and enforcement of data subject rights.
In cases where Customer is based outside the EEA, Parties agree to rely on the European Commission's Adequacy Decisions about certain countries or to use Standard Contractual Clauses approved by the European Commission (SCC).
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR DATA OR ANY CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES AND DATA, (2) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR ONE YEAR PERIOD.
Customer agrees to indemnify and hold harmless Oppwiser, its directors, officers, employees, contractors and agents, and its suppliers, licensors, and service providers, from and against any loss, liability, demand, claim, damages, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of or in connection with: (1) Customer’s access or use of the Services or Data in violation of any law, (2) Customer's breach of any provision of these Terms; or (3) Customers violation of any applicable law or the rights held by any third party, including, but not limited to sending of any information, messages, or materials to any contacts from the Data in violation of any law or the rights of any third party.
9.1. Term. These Terms shall remain in full force and effect for the term specified in the Order Form.
9.2. Termination for cause. Either party may terminate these Terms upon 14 calendar day’s notice (or immediately in the case of non-payment or in case the breach is not subject to cure or the breach of Clause 3 - "Prohibited activities") if the other party materially breaches any of the clauses of these Terms and fails to cure such material breach within 14 calendar days.
9.3. Convenience termination. If You have a paid subscription, this Agreement may only be terminated by us, giving at least thirty (30) days' written notice in advance. In this case, Customer shall pay in full for the Service up to and including the last day on which the Service is provided.
For unpaid accounts, either party may terminate this Agreement with immediate written notice. Any fees incurred up to the date of termination must be paid in full.
9.4. Auto-renewal. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant Initial term.
"Confidential Information" shall mean (a) any information (including any usage data and compilations thereof) relating to the business of the disclosing party, including product designs, product plans, data, software and technology, clients, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other party; and/or (b) any other information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary", or which a reasonable person would understand to be confidential; and/or (c) the existence and the terms of Terms. During and for a period of three (3) years following the term of the Terms, the receiving party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing party except as specifically permitted herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section 6 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure. Each Party will protect the other party’s Confidential Information against unauthorized use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care. Upon written request, either party will return or destroy all copies of the other party’s Confidential Information that are in its possession or control.
These Terms shall be governed by and construed in accordance with the laws of the Republic of Lithuania. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in Republic of Lithuania. In any case, the Customer may only resolve disputes with Oppwiser on an individual basis and will not bring claim in class, consolidated or representative action.
Neither Oppwiser nor any of its affiliates will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
We reserve the right to make periodic changes to these Terms. In the event of changes to these Terms, we will publish an updated version on our website or notify you through other means. These changes will take effect 7 days after the notification. By continuing to use our Services after this 7-day notice period, the Customer confirms their acceptance of the amended Terms.
Last updated 4 September, 2023