BY EXECUTING A SIGNED ORDER FORM, CLICKING “ACCEPT ORDER AND START IMPLEMENTATION” OR OTHERWISE INDICATING ACCEPTANCE VIA AN ONLINE ORDER FORM OR OTHER REGISTRATION PAGE (EACH, AN “ORDER FORM”), CUSTOMER AGREES TO BE BOUND BY THE ORDER FORM, THESE TERMS & CONDITIONS AND, IF APPLICABLE, THE BUSINESS ASSOCIATE AGREEMENT (“BAA”) ENTERED INTO BY THE PARTIES (COLLECTIVELY, THE “AGREEMENT”). CUSTOMER AGREES THAT THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER IS AT LEAST 18 YEARS OF AGE AND IS LEGALLY ABLE TO ENTER INTO A CONTRACT. IF SUCH INDIVIDUAL IS USING THE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A COMPANY, CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN SUCH INDIVIDUAL MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THIS AGREEMENT, AND SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS SUCH AUTHORITY. IF SUCH INDIVIDUAL DOES NOT HAVE THE AFOREMENTIONED AUTHORITY OR DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, SUCH INDIVIDUAL AND CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement is entered into between Opux, LLC, a Utah limited liability company (“Opux”) and the entity or person placing an order via the Order Form (“Customer”). The “Effective Date” of this Agreement is the date set forth in the applicable Order Form (or if none is provided, the date that Customer first registers for the Services).
Last Updated: September 18, 2026
Overview. Opux provides an AI-powered voice receptionist platform (the “Services”). The Services use OPUX technology and third-party artificial-intelligence, speech, telephony, and large-language-model services. The Services allow Customer and end users to submit inputs (“Inputs”) into the Services for the purposes of generating outputs (“Outputs”).
Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of this Agreement. For each Order Form, subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Opux grants Customer a nonexclusive, limited, personal, non-sublicensable, non-transferable right to access and use the Opux service(s) described in such Order Form (collectively, the “Services”) during the Term (as defined below). Customer may only use the Services for its internal business purposes, including its authorized patient-facing administrative workflows, and only in accordance with Opux’s applicable official user documentation (the “Documentation”).
AI Limitations. The Services are administrative tools only. They do not diagnose, provide medical, dental, legal, financial, or other professional advice; make clinical determinations; assess emergencies; prescribe treatment; or replace Customer's personnel or professional judgment. The Services may direct callers to emergency services but do not monitor or guarantee emergency response. Outputs may be inaccurate and vary. Customer is responsible for its configured content and workflows, the accuracy of all Inputs, appropriate oversight of all Outputs and escalations, reviewing Outputs for material errors, maintaining accurate schedules and rules, and maintaining human processes for emergencies, clinical questions, complaints, billing and insurance matters, and requests outside the configured scope.
Fees; Payment. Customer shall pay Opux the fees set forth in the Order Form (the “Fees”) in the manner set forth in the Order Form. If Customer elects to pay by credit card, Customer shall provide Opux with valid and updated credit card information, and Customer authorizes Opux to charge such credit card for all Services listed in the Order Form for the initial subscription term (“Initial Subscription Term”) and any renewal subscription term(s) (each, a “Renewal Subscription Term,” and together with the Initial Subscription Term, the “Term”) as set forth in the section titled “Term; Termination.” Such charges shall be made in advance in accordance with the Order Form. Unless otherwise stated in the applicable Order Form, a “monthly billing period” begins on the Effective Date, or the applicable monthly anniversary thereof, and ends on the day before the corresponding date in the following calendar month. If the following calendar month does not contain the corresponding date, the monthly billing period ends on the last day of that month and the subsequent monthly billing period begins on the first day of the following month. Payments will be payable in U.S. dollars and are due within fifteen (15) days from the invoice date (if applicable). Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Opux’s net income). Except as expressly provided in this Agreement or an Order Form, all Fees paid are non-refundable and are not subject to set-off. Opux reserves the right to amend the Fees upon renewal of the then-current subscription term by providing notice to Customer. Furthermore, for subscription terms that are longer than one (1) month, if Customer’s actual usage of the Services in two (2) or more consecutive monthly billing periods exceeds the expected usage set forth in the Order Form, then the parties agree that Opux may reassess the corresponding monthly recurring fees (“Recurring Fees”) and may increase such Recurring Fees to the appropriate amount for the remaining monthly billing periods of such subscription term. Customer’s continued use of the Services following the effective date of any amendment to the Fees constitutes acceptance of the amended fees. If Customer does not agree to the amended Fees, then Customer may not use the Services. If Opux elects to amend the Recurring Fees during a subscription term and Customer does not agree to such amended Recurring Fees, then Opux shall terminate the Order Form and provide Customer with a prorated refund of such Order Form’s prepaid, unused Fees.
Intellectual Property
Customer Intellectual Property and Data. For purposes of this Agreement, “Customer Data” shall mean all Inputs and all other data, information and materials provided, uploaded, or submitted by Customer to the Services and all Outputs generated therefrom. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer acknowledges and agrees that Opux may use and display Customer Data to provide the Services under this Agreement.
Opux Intellectual Property. As between the parties, Opux retains all right, title, and interest in and to (i) the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Opux for the purposes of this Agreement, including any copies and derivative works of the foregoing and (ii) Opux’s Confidential Information (as defined below). No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Opux with respect to the Services, which Opux may freely use. Opux may generate Anonymized Data (as defined below) and freely use and disclose Anonymized Data to analyze and improve the Services and for other purposes. “Anonymized Data” means logs, metadata, statistics, and other data that are anonymized or aggregated such that they are not identifiable with Customer, its customers or any natural person. Anonymized Data does not constitute Customer Data and does not include any Customer Data, and Opux owns all right, title and interest in and to Anonymized Data, including all intellectual property rights therein. Notwithstanding the foregoing, to the extent Anonymized Data is derived from PHI (as defined below), Opux may create, use, and disclose it only as permitted by the BAA, including the BAA’s de-identification and model-training restrictions.
Customer Responsibilities.
General Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party, except for Customer’s authorized use of the Services to interact with its patients and other end users in the ordinary course of Customer’s business; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build any product or service that is competitive with any Opux product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Opux may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (ix) represent or otherwise suggest that any Output is human-generated; (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means; or (xi) use the Services to provide clinical advice, make clinical decisions, process payment cards unless expressly enabled under a separate compliant workflow, collect Social Security numbers, or conduct unlawful outreach. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data.
AI-Specific Restrictions. Customer will approve the AI identity, recording, transcription, emergency, escalation, and scheduling scripts before go-live and will not instruct Opux to remove or materially weaken a legally required disclosure. Customer is responsible for determining whether the Services are appropriate for its patients and locations and for obtaining and maintaining all notices, consents, permissions, and practice policies required for call routing, recording, transcription, automated communications, scheduling actions, and disclosure of PHI to Opux. Opux will implement the approved scripts and retain available evidence of the disclosure and caller response as stated in the Order Form. Each party remains responsible for its own obligations under applicable law and the BAA. Customer will provide its patients and its other customers with accurate escalation contacts, office hours, appointment rules, emergency instructions, and permitted actions. Customer will promptly review reported errors and will maintain a human process for clinical questions, emergencies, complaints, and requests outside the configured service scope.
Customer Data. Customer shall ensure (and is solely responsible for ensuring) that it has given all notices, and obtained all rights, consents and permissions as are necessary to use the Services and to provide Customer Data to Opux for use as contemplated by this Agreement. Customer is solely responsible for all of Customer’s activity in connection with the Services and all activity associated with the Services’ user accounts provisioned to Customer, including but not limited to uploading Customer Data onto the Services. Customer shall use the Services in compliance with this Agreement and all applicable local, state, national and foreign laws, treaties and regulations and all applicable rules and professional standards in connection with Customer’s use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data laws). Customer shall not use the Services in a manner that is harmful, deceptive, threatening, harassing or obscene or that violates any third-party intellectual property, contractual or other proprietary rights.
Confidentiality
Confidential Information. The parties acknowledge and agree that each party (the “Receiving Party”) may have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of this Agreement; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Opux shall also include the Services and Anonymized Data, and Confidential Information of Customer shall also include Customer Data.
Exclusions. Confidential Information does not include any information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) rightfully disclosed to the Receiving Party by a third party; (iii) already in the Receiving Party’s possession prior to the date of receipt from the Disclosing Party without restriction; or (iv) independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party.
Obligations. At all times, the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care; (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement; and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except to its employees, agents, contractors, professional advisers, and representatives who have a legitimate need to know such Confidential Information for purposes of this Agreement, are bound by confidentiality obligations no less protective than those in this Agreement, and for whose compliance the Receiving Party remains responsible. PHI is governed by the BAA, if applicable.
Required Disclosures. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party uses diligent efforts to limit disclosure and obtain confidential treatment and allows the Disclosing Party to participate in the proceeding to the extent legally permitted.
HIPAA; Security
HIPAA. Where Opux creates, receives, maintains, or transmits PHI (as defined below) on Customer’s behalf, the parties will execute either Opux’s BAA or another BAA before Opux first accesses or processes PHI, including during implementation, configuration, testing, any pilot or production. The BAA controls for PHI matters. Except for PHI within the agreed scope of the Services and governed by the BAA, Customer will identify any data subject to additional legal restrictions before providing it. Unless expressly authorized in an Order Form and supported by an approved compliant workflow, Opux does not agree to process 42 C.F.R. Part 2 data, payment-card data, genetic data, or any other information or combinations of information that falls within the definition of “special categories of data,” “sensitive data” or “sensitive personal information” under any applicable law or regulation relating to privacy or data protection. “Protected Health Information” or “PHI” has the meaning given to it under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including 45 C.F.R. § 160.103 (collectively, “HIPAA”).
No Sale or Advertising. Opux will not sell Customer Data or use PHI for targeted advertising.
Security. Opux will maintain reasonable administrative, physical, and technical safeguards appropriate to the nature of the Services and Customer Data. Customer acknowledges that no system is entirely secure and will use reasonable safeguards for its own systems and credentials.
Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (such as Third-Party LLM Providers) (collectively, “Third-Party Services”), including without limitation through integrations or connectors to such Third-Party Services that are provided by Opux. Except as expressly provided in this Agreement, Opux is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Opux does not make any representations or warranties with respect to Third-Party Services or any third-party providers.
Term; Termination
Term. Unless earlier terminated as provided in this Agreement, the term of this Agreement shall begin on the effective date of the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein or earlier terminated as provided in this Agreement, the Term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the Initial Subscription Term (or Pilot Period, as applicable) set forth in such Order Form, and shall automatically renew for successive Renewal Subscription Terms of equal duration to the Initial Subscription Term unless either party provides notice of non-renewal at least ten (10) days (thirty (30) days if the then-current subscription term is longer than one (1) month) prior to the end of the then-current subscription term. If the Order Form includes a Pilot Period, then the Order Form shall renew after the Pilot Period in accordance with the section titled “Pilot Period.”
Termination. Either party may terminate this Agreement for the other party’s material breach that remains uncured for ten (10) days (thirty (30) days (if the then-current subscription term is longer than one (1) month) after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Opux may suspend Customer’s access to the Services if Customer’s account is more than sixty (60) days past due.
Effect of Termination. Upon expiration or termination of this Agreement or any Order Form for any reason: (i) all rights and licenses granted to Customer under this Agreement or the applicable Order Form shall immediately terminate and Customer shall immediately cease all use of the Services; (ii) each party shall promptly return or destroy all Confidential Information of the other party in its possession or control, except to the extent retention is required by applicable law; (iii) except where Customer requests earlier deletion, Opux will preserve then-retained Customer Data for up to thirty (30) days following the effective date of termination solely to allow Customer to request an export; upon a written request during that period, Opux will make such Customer Data reasonably available for export, after which Opux will delete Customer Data in accordance with the BAA and Opux’s disclosed retention and backup practices, subject to any applicable return or deletion deadline in the BAA; (iv) all outstanding Fees owed by Customer as of the effective date of termination shall become immediately due and payable; and (v) all provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, confidentiality obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
Indemnification
Indemnification Obligations. Each party (the “Indemnitor”) shall indemnify, defend and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from and against all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) that arise from or relate to any third-party claim that (i) in the case of Customer as the Indemnitor, (1) the Customer Data or Customer’s use of the Services in violation of this Agreement infringes, violates, or misappropriates any third-party intellectual property, proprietary or contractual right or violates any applicable law or (2) relates to Customer’s clinical services or patient relationship or Customer’s breach of the section titled “AI-Specific Restrictions,” or (ii) in the case of Opux as the Indemnitor, the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right. The foregoing obligations of Opux do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (1) not created or provided by Opux (including without limitation any Customer Data); (2) made in whole or in part in accordance to Customer specifications; (3) modified after delivery by Opux; (4) combined with other products, processes or materials not provided by Opux (where the alleged Losses arise from or relate to such combination); (5) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (6) Customer’s use of the Services is not strictly in accordance herewith.
Indemnification Procedures. Each Indemnitor’s indemnification obligations under this Agreement shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnification obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense, and no settlement will impose any liability or financial obligation upon the Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
Warranty; Disclaimer. Opux will provide the Services and any other services provided hereunder in a professional and workmanlike manner and will use commercially reasonable efforts to provide the Services substantially as described. Customer's exclusive remedy for breach of this warranty is re-performance or, if Opux cannot cure a material failure, termination of the affected portion of the applicable Order Form and a prorated refund of prepaid, unused Fees. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES (IF ANY) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT ARTIFICIAL INTELLIGENCE IS EXPERIMENTAL AND ANY PORTION OF THE SERVICES USING ARTIFICIAL INTELLIGENCE (“AI FEATURES”) AND ANY OUTPUTS THEREFROM MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION AND EXCEPT FOR THE EXPRESS COMMITMENTS, REMEDIES, AND INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, OPUX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND PROVIDES NO OTHER INDEMNITIES WITH RESPECT THERETO. CUSTOMER AND ITS CLIENTS, CUSTOMERS AND END USERS AND ANY OTHER THIRD PARTIES WHO ACCESS OR USE ANY AI FEATURE OR ANY OUTPUT THEREFROM ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON THEIR ACCESS OR USE OF SUCH AI FEATURE OR ANY OUTPUT THEREFROM. CUSTOMER IS ADVISED TO USE APPROPRIATE HUMAN OVERSIGHT AND NOT TO USE THE SERVICES AS THE SOLE BASIS FOR CLINICAL, EMERGENCY, OR OTHER HIGH-RISK DECISIONS. CUSTOMER IS ADVISED TO MAKE COPIES OF THE CUSTOMER DATA AND ITS OTHER DATA AND NOT TO RELY ON THE SERVICES AS A DATABASE.
Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S CONFIDENTIALITY OBLIGATIONS, CUSTOMER’S BREACH OF THE SECTION TITLED “CUSTOMER RESPONSIBILITIES” AND EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO OPUX HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER (THE “GENERAL LIABILITY CAP”). NOTWITHSTANDING ANYTHING TO THE CONTRARY, EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO ANY DATA BREACH OR OTHER INFORMATION SECURITY INCIDENT, ITS OBLIGATIONS ARISING THEREFROM AND ITS RELATED INDEMNIFICATION OBLIGATIONS (IF ANY), SHALL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP. NOTHING IN THIS AGREEMENT WILL LIMIT, EXCLUDE, OR RESTRICT A PARTY'S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The limitations set forth in this Section do not apply to amounts that cannot legally be limited. The BAA does not independently expand liability beyond this Section.
Pilot Period. If Customer signed up for the Services under a pilot, the pilot expires on the last day of the pilot period specified in the Order Form (the “Pilot Period”). Unless Customer has terminated this Agreement on or prior to the last day of the Pilot Period (or earlier if required by the Order Form), this Agreement shall automatically continue in accordance with the terms of this Agreement and Opux may immediately charge Customer for the Services in accordance with the payment terms set forth under this Agreement. Additional pilot terms and conditions may appear on the Order Form or the pilot’s promotions page, as applicable. Any such additional terms and conditions are hereby incorporated into this Agreement by reference and are legally binding. Customer may only sign up for one pilot. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE PILOT PERIOD, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY AND OPUX SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE PILOT PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE OPUX’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE PILOT PERIOD SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, OPUX, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SERVICES DURING THE PILOT PERIOD WILL MEET CUSTOMER'S REQUIREMENTS; (B) CUSTOMER'S USE OF THE SERVICES DURING THE PILOT PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (C) ANY OUTPUTS OR OTHER DATA PROVIDED DURING THE PILOT PERIOD WILL BE ACCURATE; OR (D) HUMANS GENERATE ANY OUTPUTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO OPUX AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE PILOT PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICES DOCUMENTATION DURING THE PILOT PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
Changes to Terms & Conditions. Opux reserves the right, in its sole discretion, to update, change or replace any part of these Terms & Conditions. The most current version of these Terms & Conditions will be posted on the Services and it is Customer’s responsibility to check Opux’s website periodically for changes. If the changes include material changes that affect Customer’s rights or obligations, Opux will notify Customer of the changes by reasonable means, which could include notification through the Services or via email. Customer’s continued use of the Services following the effective date of any changes to these Terms & Conditions constitutes acceptance of those changes. If Customer does not agree to the new Terms & Conditions, then Customer may not use the Services.
How to Contact Opux. Please contact Opux at legal@opuxai.com with any questions or concerns about the Services or these Terms & Conditions.]
Miscellaneous.
Entire Agreement. This Agreement represents the entire agreement between Customer and Opux with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Opux with respect thereto.
Order of Precedence. If there is any inconsistency between an Order Form, the Terms & Conditions and the BAA, the Order Form shall govern, followed by the Terms & Conditions and then the BAA, except that the BAA shall govern for matters governed by HIPAA or otherwise relating to the use, disclosure, or protection of PHI.
Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in the State of Utah under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
Notices. All notices under this Agreement will be sent via email. All notices to Opux must be sent to legal@opuxai.com, and all notices to Customer must be sent to the email address set forth in the applicable Order Form, or in each case, at such other email address as may be given in writing by either party to the other in accordance with this Section. Notice will be treated as given on receipt, as confirmed by written or electronic records.
Modifications; Waivers. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party, and no such waiver shall constitute a waiver of any subsequent breach of the same or any other provision.
Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including without limitation the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) in the performance of Opux’s obligations under this Agreement, Opux may utilize subcontractors who will provide Services to Customer, provided that Opux shall remain responsible for such subcontractors.
Independent Contractors. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
Publicity. Customer agrees to allow Opux to use and display Customer’s name and logo on Opux’s website and in Opux’s promotional materials to identify Customer as a customer.
Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.