Terms of Use

1.1 Two ways to contract. These Terms govern all use of the Service, whether you subscribe: (a) online / self-serve, by selecting a plan and accepting these Terms at sign-up ("Online Order"); or (b) under a signed Order Form or enterprise agreement that references these Terms ("Order Form").

1.2 Order. "Order" means the plan, seats, entitlements, credits, add-ons, and term that you select in the platform (for an Online Order) or that are set out in an Order Form. Each Order is governed by these Terms.

1.3 Order of precedence. If there is a conflict, the following order controls: (1) a signed Order Form or enterprise agreement; (2) the DPA; (3) these Terms; (4) the SLA; (5) the Privacy Policy; (6) any policy referenced herein.

3.1 Customer is responsible for its account, all Users, seat assignments, and all activity under its account, and for maintaining the confidentiality of credentials.

3.2 Seat minimums and entitlements (e.g., RBAC, Team Management, EBAC, SAML) depend on the subscription plan selected in the Order. Entitlements available on each plan are as displayed in the platform and on Opal's pricing page at the time of the Order.

3.3 Customer must ensure its Users comply with these Terms, including the Acceptable Use Policy in Section 12.

4.1 Pricing by reference. Fees for subscriptions, seats, entitlements, Credits, Credit top-ups, and Marketplace transactions are as displayed on Opal's pricing page and/or within the platform at the time you place the applicable Order ("Pricing Page"). The Pricing Page and in-platform pricing are incorporated by reference into these Terms.

4.2 Price fixed at time of purchase. The price for a given subscription term or purchase is the price in effect at the time that Order is placed and accepted, as shown in the order confirmation, receipt, or invoice generated by the platform (the "Order Confirmation"). That price applies for the duration of the then-current term and will not change mid-term, even if the Pricing Page later changes.

4.3 Order Confirmation is the record. For each Order, the platform generates an Order Confirmation stating the plan, quantities, and price agreed. The Order Confirmation, together with these Terms, constitutes the record of the agreed price. Where an Order Confirmation and the live Pricing Page differ (e.g., because pricing changed after purchase), the Order Confirmation controls for that term.

4.4 Changes to pricing at renewal. Opal may change prices from time to time by updating the Pricing Page. Changes apply to new Orders and to renewals of existing subscriptions, provided Opal gives Customer at least thirty (30) days' notice before the renewal (by email, in-platform notice, or posting) of any increase applicable to that Customer's renewal. If Customer does not accept the new renewal price, Customer may elect not to renew before the end of the then-current term.

4.5 Billing. Subscriptions are billed monthly or annually per the plan selected. Fees are charged through the payment method on file via Opal's third-party payment processor. Except as required by law or expressly stated, fees are non-refundable and payments are non-cancellable for the current term.

4.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, GST/HST, VAT, and similar taxes, excluding taxes on Opal's net income.

4.7 Currency. Unless the Pricing Page or Order Confirmation states otherwise, the default billing currency is US Dollars (USD).

4.8 Non-payment. Opal may suspend the Service for overdue amounts after reasonable notice, without limiting its other remedies.

5.1 Consumption. Credits are consumed when the Service performs operations such as language-model usage/token consumption, document processing, Marketplace resource usage, and other services that consume computational resources.

5.2 Included Credits. Each plan includes Credits as described on the Pricing Page. Unless stated otherwise on the Pricing Page, included Credits are allocated per the plan's stated cadence and do not roll over between periods.

5.3 Top-ups. Customer may purchase additional Credits via one-time, recurring, or automatic top-ups as configured in the platform. Credit pricing and any bonus Credits are as shown on the Pricing Page at the time of purchase.

5.4 Automatic top-ups. If Customer enables automatic top-ups, Customer authorizes Opal to charge the payment method on file when the balance falls below the configured threshold, using the then-current Credit pricing.

5.5 No cash value; no expiry. Credits have no cash value, are not redeemable for cash, and are non-refundable except as required by law. Purchased and top-up Credits do not expire. Included Credits that do not roll over under Section 5.2 are consumed within their allocation period. All Credits are forfeited on termination except as expressly stated.

6.1 Roles. The Marketplace enables Users acting as "Sellers" to publish assets and "Buyers" to purchase them using Credits.

6.2 Seller license and responsibility. Sellers grant Buyers a license to use published assets and represent that they have all rights necessary to publish and license those assets and that the assets do not infringe third-party rights or violate law. Opal is not a party to the Buyer–Seller relationship except as the platform and payment facilitator.

6.3 Revenue share. For each Marketplace transaction, Opal converts the Credit value to USD, pays the Seller 80%, and retains 20% as commission, or as otherwise stated on the Pricing Page. Payout timing, minimums, taxes, and withholding are as described in the platform.

6.4 Removal. Opal may remove or disable any Marketplace asset that violates these Terms, the Acceptable Use Policy, or the Copyright & IP Infringement Policy (Section 13), or that Opal reasonably believes creates legal risk.

7.1 Ownership of Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data and Knowledge it submits.

7.2 License to operate. Customer grants Opal a worldwide, non-exclusive license to host, process, transmit, display, and use Customer Data solely to provide, secure, and maintain the Service and as permitted by the DPA and Privacy Policy.

7.3 Ownership of Output. As between the parties, and to the extent permitted by law, Opal assigns to Customer its rights in Output generated for Customer, subject to (a) Opal's and its licensors' underlying rights in the Service and models, and (b) Opal's right to use aggregated data as permitted below. Customer is responsible for its use of Output, which may be inaccurate and should be reviewed before reliance.

7.4 AI limitations. Customer acknowledges that AI/Agent Output may be incorrect, incomplete, or non-unique, and that similar Output may be generated for other customers. The Service is a tool to assist, not replace, human judgment. Customer must not use Output as the sole basis for decisions with legal, financial, medical, or safety consequences without human review.

7.5 No model training; model-provider data retention; in-product retention badges. Opal does not use Customer Data to train its own or any third party's machine-learning or foundation models, and Opal requires (through its AI gateway provider) that model providers do not use Customer Data (inputs or Output) to train their models. Opal accesses AI models exclusively through a third-party AI gateway and, by default, routes requests to model providers that operate on a zero data-retention (ZDR) basis, meaning inputs and Output are not retained beyond what is necessary to return a response. Certain models do not support ZDR. Any model that retains inputs or Output is identified in the platform with a retention badge displayed at the point of model selection, which discloses that the model retains data and the applicable retention period (currently up to thirty (30) days, solely for security, abuse-detection, and legal-compliance purposes, and never for model training). Unless a model is marked in the platform with a retention badge indicating otherwise, inputs and Output routed to that model are subject to zero data retention. Customer is responsible for selecting models consistent with its own data-handling requirements; by selecting a model that displays a retention badge, Customer acknowledges and accepts the disclosed retention. This position is reflected in the DPA and the Privacy Policy.

7.6 Aggregated data. Opal may generate and use aggregated and de-identified operational metrics derived from use of the Service for any lawful business purpose, provided such data does not identify Customer, Users, or any individual and does not include Customer Data content.

7.7 Third-party models and systems. The Service may route requests to third-party model providers and connected systems selected or authorized by Customer. Customer's use of those may be subject to the third party's terms, and Opal is not responsible for third-party services.

10.1 Each party warrants it has authority to enter into these Terms.

10.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." OPAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR ACCURATE. SERVICE AVAILABILITY COMMITMENTS, IF ANY, ARE SET OUT SOLELY IN THE SLA.

11.1 Exclusion. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill, even if advised of the possibility.

11.2 Cap. Except for the Excluded Claims below, each party's total aggregate liability arising out of these Terms will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.

11.3 Excluded Claims. The cap and/or exclusion do not apply to: Customer's payment obligations; either party's indemnification obligations; breach of confidentiality; Customer's breach of the Acceptable Use Policy or infringement of Opal's IP; or liability that cannot be limited by law.

13.1 Reporting. If you believe content on the Service or Marketplace infringes your copyright or other IP, send a notice to Opal's designated agent at legal@deployopal.com, including: identification of the work; identification and location of the allegedly infringing material; your contact information; a good-faith statement; a statement under penalty of perjury that the information is accurate and you are authorized to act; and your signature (physical or electronic).

13.2 Action. Opal will review valid notices and may remove or disable access to the material and notify the affected User.

13.3 Counter-notice. The affected User may submit a counter-notice with the equivalent required information. Opal may restore material as permitted by applicable law.

13.4 Repeat infringers. Opal will terminate, in appropriate circumstances, the accounts of Users who are repeat infringers.

14.1 Term. These Terms apply from acceptance until all Orders expire or are terminated. Each subscription runs for the term selected in the Order and auto-renews for successive terms of equal length unless either party gives notice of non-renewal before the end of the current term (see Section 4.4 for renewal pricing).

14.2 Termination for cause. Either party may terminate for the other's material breach not cured within thirty (30) days of notice (or immediately for the other party's insolvency).

14.3 Suspension. Opal may suspend the Service for non-payment, security risk, or AUP violation, as described above.

14.4 Effect of termination. Access ceases; accrued fees remain payable; and Customer Data is handled per Section 15 and the DPA. Sections that by nature survive (e.g., 4.5, 7, 8, 9, 10, 11, 13, 15, 16) survive termination.

16.1 Governing law and venue. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law. Subject to the arbitration agreement in Section 16.2, the parties submit to the exclusive jurisdiction of the courts located in Calgary, Alberta, except that either party may seek injunctive relief in any court of competent jurisdiction.

16.2 Binding arbitration; class-action waiver.

• (a) Informal resolution first. Before commencing arbitration, a party must give written notice of the dispute to the other and attempt in good faith to resolve it for thirty (30) days.
• (b) Agreement to arbitrate. Except for the Excluded Matters in (e), any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration rather than in court.
• (c) Rules and administrator. For Customers based in Canada, arbitration will be administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. For Customers based in the United States, arbitration will be administered by JAMS under its Comprehensive Arbitration Rules, and the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section.
• (d) Seat, language, arbitrator. The seat and location of arbitration is Calgary, Alberta, conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
• (e) Excluded Matters. This Section does not require arbitration of: (i) claims for injunctive or equitable relief for infringement or misuse of intellectual property or breach of confidentiality; (ii) claims that qualify for small-claims court; or (iii) actions to collect unpaid fees.
• (f) Class-action waiver. Disputes will be resolved only on an individual basis; class, collective, consolidated, and representative actions are not permitted. If this waiver is found unenforceable as to a claim, the agreement to arbitrate in this Section is void as to that claim only, which will proceed in the courts identified in Section 16.1.

16.3 Changes to these Terms. Opal may update these Terms by posting a revised version and updating the "Last updated" date. Material changes will be notified by email or in-platform notice. Continued use after the effective date constitutes acceptance; changes do not apply retroactively to disputes arising before the effective date.

16.4 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

16.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

16.6 Notices. Legal notices to Opal: legal@deployopal.com (Attn: Legal), Suite 1100 – 715 5 Ave SW, Calgary, Alberta, T2P 2X6, Canada. Notices to Customer: the account/billing contact on file.

16.7 Entire agreement; severability; waiver. These Terms (with incorporated documents and any Order Form) are the entire agreement and supersede prior agreements on the subject. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

16.8 Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.