These Terms of Service ("Agreement") are a legal agreement between OpsDuty AS ("OpsDuty") and you, whether personally or on behalf of an entity ("Customer" or "you"), governing your access to and use of our Services. If you use the Services on behalf of an entity, you must have the authority to accept the Agreement on their behalf.
By accessing or using our Services, you acknowledge, understand and agree to the terms and conditions in the Agreement. Our Privacy Policy explains how we collect and use personal information.
1. Access and Use
1.1 Services
Our "Services" means the hosted services at https://opsduty.io, mobile apps, programs, functions and platform for incident management, on-call rotations, alerting, and incident tracking and analytics provided by OpsDuty to you (including APIs, technical documentation, user manuals, support and maintenance provided by OpsDuty to you as applicable pursuant to our agreement with such services), as well as any subsequent updates or upgrades of any of any of the foregoing made available by OpsDuty.
1.2 Use of Services
Subject to the terms and conditions of this Agreement, OpsDuty grants you a non-exclusive, non-transferable, limited license to access and use the Services during the term of this Agreement.
1.3 Registration and Account
In order to access and use the Services, the Customer must register for one or more user accounts. The Customer agrees to provide accurate, current, and complete information during the registration process and to keep their account information updated. You may not make your access credentials or account available to others outside your organization, and you are responsible to maintain the confidentiality of your access credentials. You agree to notify OpsDuty immediately of any unauthorized use of your account or any other breach of security.
1.4 Customer Software and Services
Customer is responsible for obtaining and maintaining any software, platform, device, network and/or ancillary services needed to connect to, access, or otherwise use the Services ("Customer Platform"), and separately and regularly backing up any data and information used in conjunction with the Services, at intervals that are reasonable in view of the nature and criticality of the information. Customer is solely responsible for selecting, implementing, using, and configuring the connections between the Customer Platform and the Services, including to use the current version of the Services and APIs made available by OpsDuty. OpsDuty shall have no liability for failure to maintain the foregoing. The Customer ensures that the connections comply with all terms, policies and licenses applicable to the Customer Platform and associated data.
1.5 Restrictions
You may not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services, (ii) modify or create derivative works based on the Services or the underlying source code, (iii) decompile, reverse engineer, or disassemble the Services to discover the source code (except to the extent such restrictions are contrary to applicable law), (iv) remove or modify any proprietary notices or labels on the Services, (v) attempt to bypass or tamper with the security, operation, use limits, or access control technology of the Services, (vi) use the Services in a manner that violates any applicable laws, regulations, or third-party rights, or (vii) use the Services to develop a competing product or service.
1.6 Third Party Services
Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
2. Ownership and Data
2.1 Customer Data
The Customer retains ownership of any data they upload or submit to the Services ("Customer Data"). The Customer grants OpsDuty a worldwide, non-exclusive license to use the Customer Data as necessary to provide the Services and fulfill its obligations under this Agreement.
2.2 OpsDuty's Intellectual Property
OpsDuty owns all rights, titles, and interests in and to the Services, including all intellectual property rights. This Agreement does not transfer any ownership rights to the Customer.
2.3 Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
3. Fees and Payments
3.1 Fees
Customer agrees to pay all fees set forth on the applicable pricing page, or as otherwise agreed between OpsDuty and Customer in writing (“Fees”).
3.2 Payment terms
Customer shall provide valid payment information and authorize OpsDuty to charge the applicable fees. Unless otherwise agreed, all fees are due and payable in advance on a monthly basis. Customer is responsible for all applicable taxes, and OpsDuty will charge tax when required. Late or missing payments may result in suspension or termination of access to the Services.
3.3 Fee adjustments
OpsDuty may change the fees from time to time. If OpsDuty increases subscription prices, we will give the Customer at least 30 days’ notice and any price increase will take effect on the next monthly renewal.
4. Support
OpsDuty is committed to providing reasonable technical support and maintenance for the Services. The primary means of support is via email, and you can reach us at [email protected]. We strive to respond to support inquiries during business days between 09:00 and 17:00 (local time). In addition, phone support is also available if required.
5. Term and Termination
5.1 Term
This Agreement takes effect on the date the Customer first uses the Services and continues until terminated as set forth in this Agreement.
5.2 Termination of Convenience
Either party may terminate this Agreement for any reason by providing written notice to the other party. OpsDuty may terminate this Agreement at any time with six (6) weeks notice. If terminated by the Customer, the termination becomes effective at the end of the current Subscription Period.
5.3 Termination of Cause
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach.
5.4 Effect of Termination
Upon termination of this Agreement, the Customer's access and use of the Services will be discontinued. Any outstanding fees or amounts owed to OpsDuty shall become immediately due and payable.
6. Indemnification, Disclaimer and Limitations
6.1 Indemnity.
You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of the Services, including your data, products or services you develop or offer in connection with the Services, and your breach of this Agreement or violation of applicable law.
6.2 Disclaimer of Warranties.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR ALTERED.
6.3 Limitations of Liability.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. General Provisions
7.1 Entire Agreement
This Agreement and any policies incorporated in this Agreement contain the entire agreement between you and OpsDuty regarding the use of the Services and, other than any Services specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and OpsDuty on that subject.
7.2 Modifications
OpsDuty may amend this Agreement from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under this Agreement we will inform you by emailing the email associated with your account. Those changes will become effective as of the first day of the calendar month following the month in which they were first posted. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
7.3 Notices
All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. OpsDuty can be contacted by email to [email protected].
7.4 Use of Brands
The Customer may not use OpsDuty's or any of its affiliates' names, logos, or trademarks, without our prior written consent.
7.5 Waiver and Severability
Any waiver or failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
7.6 Governing Law and Venue
This Agreement shall be governed by and interpreted in accordance with the laws of Norway, without regard to conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be settled by the courts of Norway with Oslo District Court, and the parties consent to the personal jurisdiction of such courts.