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a. "Documentation” means the instructions on how to configure your account on the Platform, provide Teams and Users, and otherwise get the full benefit of the Service will be found in the readme and help files, knowledge base, and other documentation made available at https://www.opslevel.com/docs
b. “Order” means an ordering document or online order specifying the subscription to the Platform that is entered into between you and Opslevel, including any addenda and supplements thereto.
c. “Production Service” or “Service” is a software microservice, system, workflow or process of a Subscriber which can be defined, created, tracked and/or managed through the Platform.
d. “Subscriber” is a subscriber to our Platform, and includes you when you subscribe to our Platform through an Order
e. “Team” is a collection of Users.
f. “Term” has the meaning given to it in the “Term and Termination” section below.
g. “User” is a person or system accessing your account within the Platform.
h. “User Information” means the identifiable information of your personnel, including, but not limited to, names, email addresses, telephone numbers, and other contact information.
2. Subscription Terms.
You must purchase a subscription through an Order for each Service that you create in the Platform and/or User that you grant access to the Platform. If you exceed the permitted number of Services or Users then you will be charged the applicable additional Fees for the excess Production Services or Users, as defined in the Order. You may add Production Services or Users from the application dashboard as needed, subject to paying applicable additional Fees, and amending or agreeing to a new Order. Users might also be automatically provisioned for you if they log into the Platform through a Single-Sign-On (SSO) integration, which may also be subject to additional fees as set out in the Order.
You are solely responsible for selecting secure User passwords, changing passwords frequently, maintaining the confidentiality of User logons and passwords, and restricting access to the Platform. We assume no responsibility for damage or loss arising from unauthorized access to the Platform and your account due to your failure to protect your account through proper maintenance of User logons and passwords.
The Platform may be subject to limitations as set forth in the Order and/or Documentation, including, but not limited to, limits on disk storage space, the rate of incoming application requests, the number of inbound calls permitted to the API within a specified period of time, and the number of outbound calls the Platform will make to a client API within a specified period of time. You acknowledge that exceeding these other limitations may cause the Platform to malfunction, may accrue additional Fees, or may result in suspension of the Platform until compliance has occurred.
3. Restrictions on Use.
4. Proprietary Rights.
a. Reservation of Rights.
b. Your Data.
We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Platform and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Platform.
5. Support, Security and Privacy.
a. We shall provide basic support for the Platform as outlined in the Order when you enroll in the Platform.
b. We shall maintain administrative, physical, and technical safeguards in accordance with good industry practice for protection of the security, confidentiality, and integrity of User Information. Without your prior written consent, we shall not (i) modify User Information other than as required for the purpose of providing the Platform, (ii) disclose User Information to a third party (except as needed to perform the Platform or if required to do so by law or governmental process), or (iii) access User Information except to provide the Platform and prevent or address Platform or technical problems. In the event of an intrusion or other breach of the Platform’s security, Company shall use reasonable efforts to (a) notify you of the breach once a full investigation into the nature of the breach has been conducted and concluded and sufficient steps to remediate or correct the breach have occurred to ensure that all customer data is secure and would not be further jeopardized by such notification, and (b) resolve the breach and recover any data disclosed as a result thereof.
6. Fees and Payment Terms.
8. Injunctive Relief.
b. By You. You agree to defend, indemnify and hold J/K Labs Inc. harmless from and against all third party claims, losses and damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs and expenses (including reasonable attorney’s fees) for your gross negligence, willful misconduct, or violation of applicable laws or arising from any of your Data infringing on any third party’s rights . As a condition to being indemnified we shall promptly notify you of any claim, and allow you control of the defense and settlement of the claim, except that you shall not enter into any settlement affecting our rights or obligating us without our prior written consent.
10. Warranties; Disclaimers.
a. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
b. Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data, (b) We will not materially decrease the overall security of the Platform, and (c) the Platform will perform materially in accordance with the applicable Documentation, For any breach of a warranty above, Your exclusive remedies are those described in the “Term and Termination” section below.
c. OTHER THAN AS EXPRESSLY PROVIDED FOR ABOVE, WE PROVIDE THE PLATFORM AND DOCUMENTATION ‘AS IS’ WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE PLATFORM WILL BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, SECURITY OF DATA, OR ACHIEVEMENT OF RESULTS.
d. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE OR CONTENT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE, SERVICE OR CONTENT, AND WE WILL NOT BE A PARTY TO, LIABLE FOR OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
11. Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE OTHERWISE EXPLICITLY INDICATED, A PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF THE PLATFORM ARISING FROM OR RELATED TO (I) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS (II) YOUR OR YOUR USERS’ FAILURE TO CONFIGURE THE PLATFORM IN CONFORMANCE WITH THE DOCUMENTATION, OR (III) YOUR OR YOUR USERS’ FAILURE TO PROVIDE ACCURATE USER INFORMATION TO THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
14. Term and Termination.
You agree that we may identify you as a customer in our promotional and marketing activities and on our website.