Opper Terms of Service

Last updated on: 2024-07-30

These Terms of Service (the "Terms") form a legally binding contract between Opper Technology AB, a corporation registered in accordance with the laws of Sweden with registration number 559446-3720 (“Opper”), and any individual or legal entity (the “Customer”) accessing Opper’s AI integration platform (the "Platform") and using the Services (as defined below) provided by Opper. Each of Opper and the Customer may hereinafter also be referred to as “Party” or together the “Parties”.

The terms and conditions of these Terms and any documents referred to herein are collectively referred to as the “Agreement”.

By accessing or using the Platform and the Services, the Customer warrants to Opper that it has read and understood the Agreement and acknowledges and agrees to be bound by the terms set forth herein. The Customer further warrants to Opper that it has the authority and legal capacity to enter into a legally binding agreement with Opper on behalf of the legal entity which the Customer represents, if applicable. If the Customer does not agree with any part of the Agreement, it must not use the Platform or the Services.

1 Description of the Services

Opper’s Platform is an API platform for generative AI that enables developers to build production grade generative AI functionality with ease. The Platform provides the key ingredients of a generative AI workflow from a single API - indexes, generation and feedback. Upon the Customer’s access to the Platform, Opper offers its services within the framework of either the “Free Tier” or the “Utility Plan” (the “Services”).

2 Provision of the Platform and the Services

Opper will provide the Platform and the applicable Services to the Customer in a professional manner in accordance with these Terms, any applicable “Order Form” specifying applicable fees and other commercial terms for certain Services and the Opper Security Overview available at https://opper.ai/security-overview.

3 Maintenance and changes to the Platform and the Services

3.1 Maintenance

Opper may need to perform maintenance on the Platform and the Services from time to time. Opper will provide reasonable notice to the Customer of any scheduled maintenance and endeavor to arrange the planned maintenance outside of normal working hours.

Opper is also entitled to cut off or limit access to the Platform and/or the Services when the use of the Platform and/or the Services entails harm or risk of harm to Opper, its customers or third parties. Opper will notify the Customer about the limitation of access as soon as possible.

3.2 Changes

The Customer understands that Opper may, at its discretion, enhance, modify, or discontinue any aspect of the Platform and/or the Services without prior notice to the Customer. The Customer shall have no claims against Opper for such changes, provided that such changes do not have a material negative impact on the Services ordered by the Customer.

4 Customer obligations

The Customer agrees to comply with all applicable local, national, and international laws and regulations while using the Platform and the Services. The Customer shall not engage in any activities that may disrupt the functionality of the Platform or the Services, compromise its security, or violate the rights of other customers or third parties. The Customer agrees not to reproduce, distribute, modify, or create derivative works based on the Platform or the Services without obtaining explicit written consent from Opper.

5 Access and permitted use

5.1 Right to access

Subject to and conditional upon Customer’s compliance with the Agreement, Opper hereby grants to the Customer, during the applicable subscription period, a non-exclusive, non-transferable right to access and use the Platform and the Services. The Customer may invite users within the Customer’s organisation (“Users”) to use the Platform and the Services within the Customer’s account.

5.2 Permitted use

Only the Customer and its Users may access and use the Platform and the Services. The Customer shall immediately inform Opper if it becomes aware that an unauthorised person has gained access to the Platform or the Services.

The Customer agrees to comply, and ensure that Users comply with the Agreement. The Customer is responsible for all actions by Users on the Customer’s account.

6 Fees

6.1 Fees

The Customer shall pay the fees set out at Opper's website, or the fees agreed on between the Parties in an Order Form (the “Fees”).

6.2 Taxes

All Fees and charges are set out exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added (VAT), consumption, communications, or withholding taxes (collectively, “Taxes”). Payment of any Taxes are the sole responsibility of the Customer. The Customer will provide Opper with proof of payment of any withheld Taxes to the appropriate authority.

7 Payment

7.1 Payment terms

Unless explicitly stated otherwise herein, payment obligations are non-cancelable, and Fees, once paid, are non-refundable. Unless otherwise specified in an applicable Order Form and subject to Section 7.2 (Payment disputes), the Customer shall pay the Fees due hereunder using any of the following applicable payment methods:

7.1.1 Credit card

If the Customer chooses to add funds to its account via credit card and use such funds to pay the Fees due, the Customer is responsible for ensuring that such funds cover the Fees due. If the Customer’s account lacks sufficient funds or the Customer’s credit card declines a charge for the Fees due, Opper may suspend the provision of the Platform and the Services to all of the Customer’s accounts until the Fees due are paid in full. The Customer is prohibited from creating new accounts until the Fees due are paid in full.

7.1.2 Invoicing

If the Customer opts to receive invoices and Opper approves this option, then, unless otherwise specified in an applicable Order Form, (a) invoices will be sent to the Customer each month via email to the email address(es) designated in its account, and (b) the Customer will pay the Fees due within thirty (30) days from the invoice date. Unless otherwise specified in an Order Form or an invoice when the Customer procures the Services without an Order Form, the Fees are payable in SEK. If the Customer fails to pay the Fees and does not remedy such failure within fifteen (15) days from the date Opper provides written notice of the same, then Opper may (i) assess and the Customer will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by law, and (ii) suspend the access to and/or provision of the Services to all of the Customer’s accounts until the Fees due are paid in full. The Customer is prohibited from creating new accounts until the Fees due are paid in full.

7.2 Payment disputes

In the event the Customer intends to contest payment, the Customer must inform Opper in writing within sixty (60) days from the date the Customer’s credit card is charged or the date of the invoice. If the Customer has received an invoice, the Customer is allowed to withhold the contested Fees until the issue is resolved. When disputing any Fees, the Customer is required to act reasonably and in good faith, and must work diligently with Opper to resolve the issue. Opper will not impose a late fee or suspend the Platform and/or Services for unpaid Fees that are under dispute, unless the Customer fails to cooperate diligently with Opper or if Opper determines that the dispute is not reasonable or made in good faith.

8 Ownership rights, Customer Data and confidentiality

8.1 Opper's ownership rights

As between the Parties, Opper exclusively owns and reserves all right, title, and interest in and to the Platform and the Services, Opper’s Confidential Information (as defined below), Service Usage Data (as defined below), and any feedback or suggestions the Customer or its Users provide regarding the Platform or the Services.

“Service Usage Data” means any data that is derived from the use of the Platform and/or Services, 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.

8.2 Customer’s ownership rights

As between the Parties, the Customer exclusively owns and reserves all right, title, and interest in and to Customer’s Confidential Information (as defined below) and Customer Data (as defined below).

“Customer Data” means data and other information made available by the Customer to Opper in connection with the Customer’s use of the Platform and/or the Services under this Agreement.

8.3 Confidentiality

8.3.1 Confidential Information

Each Party acknowledges that all non-public information or data, regardless of whether it is in tangible form and regardless of whether it is marked as confidential or proprietary, provided by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) is regarded as “Confidential Information”. For example, Confidential Information includes, without limitation, this Agreement, Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, inventions, and financial, technical, or other business information and materials of the Disclosing Party and its affiliates.

8.3.2 Use of Confidential Information

All Confidential Information provided by the Disclosing Party may be used by the Receiving Party solely for the purposes of exercising its rights and fulfilling its obligations under the Agreement. The Receiving Party will protect the confidentiality of Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

8.3.3 Permitted disclosures of Confidential Information

The Receiving Party may not disclose any of the Disclosing Party’s Confidential Information to any third party without prior written approval of the Disclosing Party, except that disclosures to (i) the Receiving Party's affiliates, (ii) the Receiving Party's and its affiliates’ respective employees, legal counsel, accountants, contractors, and, in Opper’s case, (iii) subcontractors (collectively, “Representatives”) are permitted provided that such Representatives (a) have a “need to know” the Confidential Information in order for the Receiving Party to exercise its rights or fulfill its obligations under the Agreement, and (b) are legally bound to protect Confidential Information of the Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 8.3. In any case, the Receiving Party will be responsible for its Representatives’ compliance with this Section 8.3.

8.3.4 Disclosures pursuant to law

If the Receiving Party is required to disclose Confidential Information pursuant to law, regulation or court order, the Receiving Party must provide the Disclosing Party written notice thereof (to the extent legally permitted).

8.3.5 Exceptions

The foregoing shall not be applicable to any information that (i) is publicly available through no breach of the Agreement, or fault of the Receiving Party, (ii) has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, or (iii) is obtained by the Receiving Party other than through a breach of confidence.

8.3.6 Injunctive relief

The Parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened violation of the confidentiality obligations in this Section 8.3. Therefore, in the event of any violation or threatened violation, the non-breaching party will be entitled, without waiving any other rights or remedies, to seek such injunctive and/or other equitable relief as may be deemed proper by a court of competent jurisdiction.

8.3.7 Protection period

The confidentiality obligations in this Section 8.3 shall remain in force for three (3) years after expiry or termination of the Agreement, except for trade secrets, which shall be protected without limitation in time.

9 Indemnification

9.1 Opper indemnification

Opper will indemnify, defend, and hold the Customer, its affiliates, and their respective officers, directors, employees, agents, and partners harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) brought or arising from a third party alleging that Opper’s provision of the Platform and/or the Services infringes or misappropriates such third party’s intellectual property rights (collectively, “Customer Claims”). However, Opper will in no case be liable to indemnify, defend, or hold the Customer harmless from a Customer Claim arising out of (i) the Customer’s use of the Platform and/or the Services in breach of the Agreement, (ii) the combination, operation, or use of the Platform and/or the Services with other applications, portions of applications, products, or services, including, without limitation, Customer Data, where the Platform and/or Services would not by themselves be infringing, or (iii) Services for which there is no charge or beta offerings.

If Opper’s provision of the Platform and/or the Services has become, or in Opper’s opinion is likely to become, the subject of a Customer Claim for third-party intellectual property rights infringement or misappropriation, Opper may at its option and expense (i) procure the right to continue to provide the Platform and/or the Services as set forth herein, (ii) modify the Platform and/or the Services to make them non-infringing, or (iii) if the foregoing options are not reasonably practicable, terminate the Agreement, or, if applicable, terminate the Services that are the subject of any Customer Claim for third-party intellectual property rights infringement or misappropriation, and refund the Customer any unused pre-paid Fees.

9.2 Customer indemnification

The Customer agrees to indemnify, defend, and hold Opper, its affiliates, and their respective officers, directors, employees, agents, and partners harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from (i) any Customer Data, or (ii) the Customer’s or any User’s breach of Sections 4 (Customer obligations) or 5 (Access and permitted use) or use of the Platform and/or the Services that infringes on any third-party rights (collectively, “Opper Claims”).

9.3 Mutual conditions of indemnification

All indemnification obligations outlined in this Section 9 are subject to the following conditions: (i) the indemnified Party must promptly inform the indemnifying Party in writing of any Customer Claim or Opper Claim (collectively referred to as “Claims” in this Section 9.3), provided that failure to provide prompt written notice will not relieve the indemnifying Party of its obligations hereunder, except to the extent that the indemnifying Party was actually and materially prejudiced by such delay, (ii) the indemnifying Party will have exclusive authority to defend or settle a Claim, and (iii) the indemnified Party will reasonably assist the indemnifying Party in its defense activities hereunder, at the indemnifying Party’s expense. The indemnified Party retains the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything to the contrary herein, the indemnifying Party will not settle any Claim for which it has an indemnification obligation under this Section 9 by admitting liability or fault on behalf of the indemnified Party, nor create any obligation for the indemnified Party without the indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

10 Warranty and limitation of liability

10.1 Limited warranty

Except for any explicit warranties provided for herein, Opper grants no warranties regarding the Platform or the Services, including quality, correctness, results, performance use, use or suitability for certain use. The Platform and the Services are provided to the Customer on an "as is" basis. The Customer assumes sole responsibility for results obtained from the Customer’s use of the Platform and the Services. Opper shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Opper by the Customer in connection with the Services, or any actions taken by Opper at the Customer's direction.

10.2 Limitation on indirect, consequential, and related damages

In no event will either Party or its affiliates be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, incidental, special, or consequential damages, including but not limited to, loss of profits, goodwill, data, or other intangible losses, regardless of the foreseeability of such damages, arising out of or in connection with this Agreement.

10.3 Liability cap

Either Party’s, including its affiliates’, total liability for all other losses arising out of or related to this Agreement, shall be limited to the total amounts paid or payable by the Customer to Opper for the Services during the twelve (12) months preceding the date of the first incident out of which the liability arose. If the Customer uses any Services free of charge, Opper will not be liable for any damages arising out of or as a result of such use of the Services.

10.4 Exceptions to the limitation of liability

Despite any provisions to the contrary in Sections 10.2 (Limitation on indirect, consequential, and related damages) or 10.3 (Liability cap), the limitation of liability in Sections 10.2 and 10.3 do not apply (i) to the Customer’s or any User’s violation of Sections 4 (Customer obligations), 5 (Access and permitted use), 6 (Fees) or 7 (Payment), or (ii) in case of willful misconduct or gross negligence.

11 Personal data protection

As part of providing the Platform and the Services to the Customer, Opper will process certain personal data on behalf of the Customer as set out in the Opper Data Processing Agreement available at https://opper.ai/data-processing-agreement, which is hereby incorporated into the Agreement. How Opper processes personal data not included in the Opper Data Processing Agreement is set out in Opper’s Privacy Policy available at https://opper.ai/privacy-policy.

12 Term and termination

12.1 Term

The Agreement becomes effective between the Parties as of the date the Customer accepts or otherwise agrees to the terms of the Agreement (the “Effective Date”) and will continue until terminated in accordance with Section 12.2 (the “Term”).

12.2 Termination

12.2.1 For convenience

Each Party has the right to terminate the Agreement for convenience by providing the other Party with at least thirty (30) days prior written notice. Notwithstanding the preceding sentence, if there are any Order Form(s) in effect, the Agreement will not terminate until all such Order Form(s) have expired or have been terminated in accordance with the terms therein.

12.2.2 Material breach

Each Party may terminate the Agreement (including all Order Form(s) and Services that are in effect) with immediate effect in the event the other Party is in material breach of the Agreement and fails to remedy such breach within thirty (30) days of the date of written notice of such breach. If Opper terminates the Agreement because of the Customer’s material breach, Opper may also close the Customer’s accounts.

12.2.3 Services free of charge

If the Customer uses any Services free of charge, Opper reserves the right to terminate or suspend the Customer's access to the Platform and/or use of such Services without prior notice or liability for any reason, including but not limited to violations of the Agreement or any applicable laws.

12.2.4 Insolvency

Subject to applicable law, each Party may terminate the Agreement immediately by providing written notice in the event of the other Party (i) is insolvent, declared bankrupt or put into liquidation, (ii) makes an arrangement with its creditors, (iii) sells all or a substantial part of its assets, or (iv) ends its business or generally ceases payment of or becomes unable to pay its debts as they become due.

12.3 Survival

Any provisions of the Agreement that, by their nature, are intended to survive termination, shall do so. This includes but is not limited to, those pertaining to intellectual property rights, confidentiality, and indemnification.

13 Governing law and dispute resolution

The Agreement shall be governed by the substantive laws of Sweden. Any dispute, controversy, or claim arising out of or relating to the Agreement shall be finally resolved through arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

14 Changes to the Agreement

Opper reserves the right to modify or update the Agreement at any time, and the Customer will be notified of any changes. Continued use of the Platform and/or the Services after such modifications constitutes acceptance of the revised terms.

15 Miscellaneous

15.1 Entire Agreement

The Agreement constitutes the entire understanding between the Customer and Opper concerning the subject matter herein and supersedes any prior or contemporaneous agreements.

15.2 Severability

If any provision of the Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Force majeure

A Party shall be excused from performance of its obligations under the Agreement, if performance is prevented due to circumstances outside the Party’s control, such as war, terrorism, strike, fire, flood, or other natural disaster, provided that the Party affected by the event gives prompt notice to the other Party and uses reasonable efforts to resume performance as soon as possible. If the event lasts for more than thirty (30) days, either Party may terminate the Agreement upon written notice to the other Party.

Contact Information: support@opper.ai, Opper Technology AB, Västerängsvägen 51B.