Opaline Terms of Service
These Terms of Service govern access to and use of Opaline's hosted service. They form an agreement between:
Opaline Labs, Inc.
2261 Market Street
San Francisco, CA 94114
United States
Email: evren@opaline.so
and the Customer accepting these Terms.
1. Agreement and eligibility
These Terms become binding when the Customer accepts them during registration or through another electronic acceptance process provided by Opaline. A person accepting these Terms for an organization represents that they have authority to bind it.
Opaline is offered only for business and professional use. The Customer represents that it has the legal capacity to enter into this agreement and that anyone accepting these Terms for an organization has authority to bind it. Individual Users must be at least 18 years old.
2. The service
Opaline provides a hosted website, application, API and command-line integration for uploading, storing, reviewing and analyzing coding-agent sessions (the "Service"). A "User" is an individual whom the Customer permits to access its account or workspace.
The Service may display session transcripts, usage and workflow statistics, classifications, reports and other workspace analytics. Those analytics are informational estimates. They may be incomplete or inaccurate and must not be treated as definitive measures of productivity, quality, performance or employee value.
Open-source Opaline software is governed by its applicable open-source license. These Terms apply to hosted Opaline accounts, APIs, integrations and other Service features, including where they connect to a self-hosted installation.
3. Accounts and Users
The Customer is responsible for accurate account information, the security of its accounts and credentials, its Users, workspace permissions and activity performed through its accounts. Individual login credentials must not be shared. The Customer must promptly remove unauthorized access and notify Opaline of suspected compromise.
Opaline may rely on instructions from the Customer's account owner and workspace administrators.
4. Acceptable use
The Customer and its Users must not:
- break applicable law or third-party rights;
- submit content they are not authorized to process or disclose;
- use the Service for unlawful surveillance or discriminatory purposes;
- use Opaline analytics as the sole basis for a legally significant decision about an individual unless that use is lawful;
- upload malware, disrupt the Service or circumvent security, permissions or usage limits;
- access another customer's account or data;
- test the Service for vulnerabilities without written authorization;
- scrape the Service outside a documented API; or
- misrepresent an affiliation with Opaline.
Opaline may apply reasonable technical and usage limits to protect the Service, its customers and third parties.
5. Customer Content
"Customer Content" means information submitted to the Service by or for the Customer, including coding-agent sessions, prompts, model responses, source code, files, terminal activity, repository information, configuration and analytics derived from that information.
The Customer retains its rights in Customer Content. It gives Opaline a non-exclusive, worldwide and royalty-free right to process Customer Content only as necessary to provide, secure, maintain and support the Service, follow lawful Customer instructions and comply with law.
Opaline does not use substantive session contents for advertising, training artificial-intelligence models, cross-customer benchmarking or unrelated independent research.
If a User creates a public share, the Customer instructs Opaline to make the selected snapshot publicly accessible until it is deleted, replaced or expires. The Customer is responsible for ensuring that it may disclose everything included in the share.
The Customer represents that it has the rights and lawful basis needed to submit Customer Content, instruct Opaline to process it and allow its Users to use the Service. This includes providing legally required notices and complying with applicable confidentiality, intellectual-property, employment and co-determination obligations.
6. Sensitive information
Coding-agent sessions can contain confidential information, personal data, source code, credentials and secrets. The Customer must not intentionally use Opaline to store passwords, private keys, payment-card data, government identification, protected health information, biometric or genetic data, precise geolocation, or other sensitive information governed by a regulatory framework Opaline has not agreed in writing to support.
If credentials or secrets are uploaded, the Customer must promptly revoke or rotate them and take appropriate remedial action.
7. Data protection
Where Opaline processes personal data in Customer Content on the Customer's behalf, the Customer is the controller or processor and Opaline is the processor or subprocessor, as applicable. The Data Processing Agreement applies automatically and forms part of this agreement.
The Customer determines what sessions are submitted, who may access its workspace, how analytics are used and the applicable legal basis. Opaline acts as an independent controller for account administration, authentication, security, support, operational communications and product analytics as described in Privacy.
8. Confidentiality
Each party must protect the other's non-public confidential information with reasonable care and use it only to perform this agreement. Customer Content and non-public workspace analytics are the Customer's confidential information.
These obligations do not apply to information the receiving party can show was already lawfully known, became public without breach, was received lawfully without restriction or was independently developed. A legally required disclosure is permitted; where lawful, the receiving party will give advance notice and reasonable assistance in seeking protection.
9. Intellectual property and feedback
Opaline and its licensors retain all rights in the Service, branding, hosted interface, documentation, software, analytics methods, infrastructure and non-customer-specific improvements. During the agreement, the Customer receives a limited, non-exclusive and non-transferable right to use the Service for its internal business purposes.
Opaline may use voluntary suggestions and feature requests without restriction or payment. This does not transfer rights in Customer Content or confidential information.
10. Plans and payment
Opaline offers a Free plan and paid plans. Current plan features, limits and standard prices are shown on the Pricing page. Enterprise and other custom terms may be set out in an order form.
Paid subscriptions are billed monthly or annually, as selected by the Customer, and renew for the same billing period until canceled. The Customer authorizes Opaline and its payment provider to charge the applicable fees and taxes. Unless an order form states otherwise, fees are payable in advance and non-refundable except where required by law.
Opaline may change prices or plan limits on reasonable advance notice. A price change applies no earlier than the Customer's next renewal, and the Customer may cancel before it takes effect. Opaline will not move a Customer from the Free plan to a paid plan without express selection or agreement.
Overdue amounts may lead to suspension after reasonable notice. Enterprise invoice and purchase-order billing is governed by the applicable order form.
11. Service operation
Opaline may improve, modify or discontinue features and may suspend features for maintenance, security or legal reasons. Where practicable, Opaline will give advance notice of a change that materially reduces core functionality for an existing paid Customer.
Support is provided according to the Customer's plan on a reasonable-efforts basis. No service-level agreement, guaranteed response time, backup service, archival service or disaster-recovery commitment applies unless agreed in writing.
The Customer should keep independent copies of critical information. Opaline is not a source-code repository or credential-management system.
12. Third-party services
The Service may interoperate with third-party coding agents, identity providers and other services. The Customer's independent use of those products is governed by its agreement with their providers. Opaline is not responsible for third-party products selected by the Customer or changes to their availability, APIs, terms or privacy practices.
This does not limit Opaline's responsibility for its subprocessors under the Data Processing Agreement.
13. Suspension and termination
Opaline may suspend access where it reasonably believes the Customer has materially breached these Terms, an account is compromised, use is unlawful or creates a security risk, or suspension is necessary to protect the Service or comply with law. Where reasonably possible, Opaline will give notice and an opportunity to remedy the issue.
The agreement continues until terminated. The Customer may terminate by cancelling its subscription and deleting its account or contacting Opaline. Opaline may terminate immediately for an irremediable material breach or serious legal or security risk; after notice if a remediable material breach is not corrected; or on at least 30 days' notice if Opaline discontinues the Service.
On termination, the Customer's right to use the Service ends and Customer Content is returned or deleted as required by the Data Processing Agreement. Terms intended by their nature to survive—including confidentiality, intellectual-property, payment, liability, indemnity and dispute terms—remain effective.
14. Service limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OPALINE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Opaline does not guarantee uninterrupted or error-free operation, compatibility with every coding agent or third-party service, successful parsing of every session, complete or accurate analytics, or recovery of Customer Content. Any warranty expressly stated in an order form applies only as described there.
15. Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED THAT THOSE DAMAGES WERE POSSIBLE.
EXCEPT FOR THE EXCLUSIONS BELOW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER PAID OR OWED OPALINE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) US$100.
The exclusions and cap do not apply to the Customer's payment obligations; either party's fraud, willful misconduct or infringement of the other's intellectual-property rights; the Customer's indemnification obligations; or liability that cannot lawfully be limited. These limitations apply regardless of the legal theory and reflect the allocation of risk between the parties.
16. Customer indemnification
The Customer will indemnify Opaline against third-party claims, damages and reasonable external legal costs directly caused by the Customer's culpable unlawful use, Customer Content, lack of authority, infringement of third-party rights or breach of Sections 4–6.
The indemnity does not apply to the extent a claim was caused or increased by Opaline's breach, processing outside lawful Customer instructions, a security failure within Opaline's responsibility or Opaline's negligence or intent. Opaline will promptly notify the Customer, provide reasonable cooperation and not accept a settlement imposing non-monetary obligations or an admission on the Customer without consent.
17. Changes to these Terms
Opaline may update these Terms to reflect changes to the Service, security, technology, law or operations. Opaline will give at least 14 days' notice of a material change unless an earlier change is reasonably necessary for security, legal compliance or prevention of material harm.
A change requiring renewed agreement under applicable law takes effect only after the Customer accepts it. Otherwise, continued use after the effective date constitutes acceptance. If the Customer does not agree, it may terminate before the change takes effect.
18. Governing law
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The state courts located in San Francisco County, California, and the federal courts in the Northern District of California have exclusive jurisdiction over disputes arising from these Terms or the Service. Each party consents to personal jurisdiction and venue in those courts. Either party may seek urgent injunctive relief in any court of competent jurisdiction.
19. General
These Terms, the Data Processing Agreement and any accepted order form are the complete agreement for the Service. If they conflict, the Data Processing Agreement controls personal-data processing; an order form controls its commercial subject matter; and these Terms apply otherwise.
If a provision is invalid, the remaining provisions remain effective and the applicable statutory rule replaces it. Failure to enforce a right is not a waiver. Neither party is responsible for delay caused by events outside its reasonable control, except for obligations that cannot lawfully be excused.
The Customer may not assign this agreement without Opaline's prior written consent, not to be unreasonably withheld. Opaline may assign it with a transfer of the Service or substantially all related business assets if the assignee assumes Opaline's obligations.
Opaline may send contractual notices to the email address associated with the Customer's account or through the Service. The Customer must keep its contact information current.
The Customer will comply with applicable United States export-control and sanctions laws and will not permit access to the Service where prohibited by those laws.
20. Contact
Questions about these Terms can be sent to:
Opaline Labs, Inc.
2261 Market Street
San Francisco, CA 94114
United States
Email: evren@opaline.so