Terms of Use

These Terms of Use (“Terms”) are between Opusense AI Inc. (“Opusense”, “Company”, “us”, “we”, or “our”) and you, either individually, or on behalf of your enterprise. We offer our AI-powered field operations management software-as-a-service platform, including any documentation, data, and other related features made available by Opusense (the “Platform”) and the Opusense mobile application (the “App”), in addition to our website at www.opusense.com (the “Website”) and its subdomains, which contains information about us, our technology, and information concerning our Platform and App, as well as demos, and trials of our Platform and App (if and to the extent that Opusense makes them available). The Website together with the Platform and the App shall be referred to herein as the “Services”.

The terms “User”, “you” or “your” refer to any or all of: (i) Customers, and (ii) Authorized Users, as applicable in each context.

BY CREATING AN ACCOUNT, ACCESSING THE SERVICES, CLICKING “I AGREE”, OR OTHERWISE USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING OUR PRIVACY POLICY AT WWW.OPUSENSE.COM/PRIVACY WHICH IS HEREBY INCORPORATED BY REFERENCE, AS OF THE DATE OF YOUR ACCEPTANCE. THE TERM “CUSTOMER” SHALL REFER TO: (I) AN INDIVIDUAL WITH A SUBSCRIPTION TO THE PLATFORM ACCEPTING THESE TERMS ON BEHALF OF THEMSELVES; AND (II) A BUSINESS OR OTHER ENTITY WITH A SUBSCRIPTION TO THE PLATFORM AND ITS AUTHORIZED USERS, WHERE APPLICABLE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.

It is the sole responsibility of each User to ensure that User complies with all applicable laws and regulations in respect of User’s use of the Services. By accessing the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.

Our Privacy Policy is available here.

• “Account” means the User’s registered account on the Opusense Platform and App.
• “App” means Opusense’s mobile application.
• “AI Services” means artificial intelligence technologies powered by machine learning, including, without limitation, third-party artificial intelligence technologies.
• “Authorized User” means a person permitted to access the Platform and App under the Customer’s Account.
• “Opusense Property” means the Services, the software, models, prompts, configurations, methodologies, documentation, and all related intellectual property described in Section 7.
• “Customer” means (i) an individual with a Subscription to the Platform and App accepting these Terms on behalf of themselves; and (ii) a business or other entity with a Subscription to the Platform and App and its Authorized Users, where applicable.
• “Customer Data” means data, content, business information, and any other materials or information submitted to or generated through the Services by, for, or on behalf of a Customer.
• “De-Identified Data” means data derived from Customer Data from which all direct and indirect identifiers reasonably capable of identifying a natural person have been removed.
• “Order” means the subscription plan, tier, and any add-ons selected by the Customer at sign-up or in a separate written order form.
• “Platform” means Opusense’s AI-powered field operations management software-as-a-service platform, including any documentation, data, and other related features that Opusense may make available from time to time.
• “Subscription” means the Customer’s recurring and paying subscription to use the Platform and App as provided by Opusense.
• “Subscription Term” means the period during which a Customer’s Subscription is active, which is made up of consecutive recurring monthly or annual billing periods, unless otherwise set out in the applicable Order.

3.1 General

Opusense provides an AI-powered field operations management software-as-a-service platform and mobile application that helps construction, engineering and architecture, and facility and property management teams collaborate and organize operations across teams. The Platform and the App accept a variety of data types and support sharing and different permission levels across teams and individual team members.

The Services are delivered as a software-as-a-service product accessible at the Website using a standard, supported web browser, and a mobile application which can be downloaded onto Apple and Android devices from the App Store and the Google Play Store, respectively. Opusense may modify, add, or remove features at its discretion, provided that no change materially diminishes the core Services during a paid Subscription Term.

3.2 Access to the Services and License

Subject to compliance with these Terms and payment of any applicable fees, User is provided with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, limited right: (i) to access and use the Website; and (ii) where you have purchased one or more Subscriptions to access and use all features of the Platform and the App, to access and use all features of the Platform and the App for Customer’s internal business purposes, in accordance with any documentation provided by Opusense and solely during your Subscription Term. As part of Customer’s Subscription, Customer may make all features of the Platform and the App available to Customer’s Authorized Users in accordance with these Terms.

3.3 Modification of the Services

Opusense may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Opusense may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations, and that updates to the App may be installed automatically through Apple’s App Store or the Google Play Store, as applicable. In addition, Opusense may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Platform.

3.4 Availability

The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, Opusense’s service providers and contractors, and other third parties, including Apple’s App Store and the Google Play Store. Opusense will make all commercially reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Opusense does not warrant or guarantee that the Services will operate without disruption or interruption, or that they will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Opusense cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

3.5 Third-Party Services

The Services may integrate with or rely on sub-processors, artificial intelligence technologies powered by machine learning, and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by Opusense (collectively, “Third-Party Services”). You acknowledge that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Opusense is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services. Opusense may add or change sub-processors and will update the published list if any such changes are made. Opusense remains responsible for the acts and omissions of its sub-processors with respect to Customer Data.

4.1 Eligibility

By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.

4.2 Account Information and Registration

To use the Platform, you must register and open an Account through the Website, the Platform, the App, or as otherwise directed by Opusense. You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms including but not limited to your name, organization name (where necessary), email address, and password, and you agree to update all such information as necessary. You are responsible for all activities that occur under your Account, whether or not such activities are undertaken by you personally.

4.3 Security Obligations

You agree to:

• Be responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.
• Use strong, unique passwords and enable multi-factor authentication when available.
• Promptly notify Opusense via email at founders@opusense.com of any suspected unauthorized access, credential compromise, or security vulnerability.
• Maintain control over any other Third-Party Services that you integrate with the Services.
• Not attempt to bypass any usage limits, access other tenants' data, reverse engineer, decompile, or interfere with the Services.

In the event of a dispute regarding Account ownership, Opusense reserves the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until a resolution has been determined. Opusense cannot, and will not, be responsible or liable for any loss or damage arising from your failure to comply with the requirements in this Section.

4.4 Setup

To onboard Customer and Customer’s Authorized Users (where applicable) onto the Platform and/or the App, Customer may need to provide Opusense with access to Customer’s internal systems, data, and information. Customer agrees to provide access to Customer’s internal systems, data, and information as reasonably required by Opusense to permit Customer’s onboarding. Opusense may be required to customize Customer’s internal systems to enable the Platform and the App to function. Any integrations or intellectual property developed by Opusense in connection with the Customer’s onboarding process (“Integrations”) shall be the sole property of Opusense.

4.5 Authorized Users

After Customer has been onboarded, where applicable, Customer may invite its Authorized Users. Each of Customer’s Authorized Users must have a unique Account, which they may be required to create, or which may be provided to them by Customer. Sharing Account credentials is prohibited; however, Customer may assign/reassign Platform and App access among its Authorized Users. The Customer is responsible for all acts, omissions, and Account activity of its Authorized Users and for ensuring they comply with these Terms. Customer shall ensure that no Authorized User commences or maintains any claim against Opusense for any matter arising in connection with these Terms (whether founded on breach of contract or tort or any other legal theory).

4.6 Audit Rights

Opusense shall have the right to use the capabilities of the Services to confirm the number of Authorized Users using the Platform and App, whether Customer’s Account is being accessed or used by more than one individual, and Customer’s compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of our Users and the public.

5.1 Subscription Pricing

Pricing for all subscriptions is set out on the Website pricing page.

5.2 Fees, Billing, and Payment

To use all features of the Platform and App, Customer must pay the applicable Subscription fees (“Subscription Fees”). When placing an Order, Customer may choose to have Subscription Fees billed to them either monthly or annually. In either case, Subscription Fees are billed in advance by automatic charge through Opusense’s payment processor, Stripe. Unless Customer terminates its Subscription before the next billing date, on each billing date, Customer will pay to Opusense all Subscription Fees and any other applicable fees, plus any Taxes (as defined below), and add-ons, by automatic charge to the Customer’s payment method on file via Opusense’s payment processor, Stripe. Customer is required to keep the information pertaining to such payment method up to date, and must notify Opusense of any changes in billing information. Customer authorizes Opusense and its payment processor to charge any applicable fees, including without limitation Subscription Fees, plus any Taxes (as defined below), and add-ons. Except as otherwise agreed in writing, all fees are quoted and payable in either Canadian Dollars ($CAD) or US Dollars ($USD), as selected by Customer.

The Customer is responsible for maintaining a valid payment method. If a charge fails, Opusense may suspend Customer’s Account in accordance with Section 6.

5.3 Trial Services

In the event of a conflict between this Section 5.3 and any other portion of these Terms, Section 5.3 shall control.

5.3.1 Trial Services. At Opusense’s sole discretion, Opusense may make some or all of the Services available on a trial basis (“Trial”). If Customer registers for a Trial, Opusense will make the applicable parts of the Services (“Trial Services”) available to the Customer (and Customer’s Authorized Users, as applicable) on a trial basis until the earlier of (a) the end of the Trial period for the applicable Trial Services; (b) Customer purchasing the applicable Trial Services; or (c) termination by Opusense in its sole discretion. Use of the Trial Services is subject to these Terms. Additional terms may be applicable to the Trial Services and will be made available at the time of registration (as applicable) and will be incorporated into these Terms by reference.

Opusense may offer Trial Services in any way it chooses at its sole discretion, and Opusense is free to offer a Trial in any format it chooses in any case that it chooses to offer a Trial. Customer must enter a valid payment method before being eligible for any Trial.

5.3.2 Automatic Conversion. Unless User cancels their selected Subscription before the end of the Trial period, the selected Subscription will automatically begin on the day after the Trial period ends and will renew automatically in accordance with Section 5.8 until terminated.

5.3.3 Customer Data; Outputs. Any Customer Data, outputs, reports, and customizations made by a User while using Trial Services may be permanently lost unless Customer purchases a subscription to the same services as the Trial Services, or exports such data before the end of the Trial period. Subject to a User’s rights in the underlying Customer Data, Opusense shall own all rights, title, and interest in and to outputs generated by a User while using Trial Services.

5.3.4 Representations and Warranties; No Indemnification. Notwithstanding anything in these Terms to the contrary, the Trial Services are provided “as-is” without any warranty and Opusense shall have no indemnification obligations nor liability of any type to a User with respect to any damages arising out of User’s use of the Trial Services. Without limiting the foregoing, Opusense and its affiliates and licensors do not represent or warrant that: (a) use of the Trial Services will meet User’s requirements; or (b) use of the Trial Services will be uninterrupted, timely, secure, or free from error.

5.4 No Refunds

Except for the warranty remedy set out in Section 9.1, all payment obligations are non-cancellable and all fees paid to Opusense, including Subscription Fees, are non-refundable. Unless otherwise specified herein or in an Order, Subscription Fees are based on Customer’s selected Subscription options and not actual usage. We do not provide refunds or credits for any partial Subscription Terms or unused Platform functionality, except to the extent that a refund, credit, or cancellation right cannot lawfully be waived or excluded under applicable consumer-protection or other law, in which case that non-waivable right applies to the minimum extent required.

5.5 Overdue Payments

Any incurred fees not received from Customer by their due date may accrue (except with respect to fees then under reasonable and good faith dispute), at Opusense’s discretion, late charges at the rate of 1% of the outstanding balance per month, compounded monthly (equivalent to 12.68% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

5.6 Taxes

Unless otherwise stated, all fees are exclusive of any direct or indirect local, state, provincial, federal, or foreign taxes, duties, levies or similar governmental assessments of any nature, including value-added, goods and services, use or withholding taxes (collectively, “Taxes”). All Taxes (exclusive of any Taxes based upon Opusense’s net income or property) shall be assumed by and paid for by Customer, not Opusense. If Opusense has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

5.7 Price Changes

Opusense may change Subscription Fees or Subscription inclusions at its discretion. Opusense will provide at least thirty (30) days’ notice of any price change applicable to existing Customers, by email to the address on file or by notification via the Platform or App. Price changes take effect at the start of the next Subscription Term following the notice period. Continued use of the Services after a price change takes effect constitutes acceptance of the new price.

5.8 Auto-Renewal

Subscriptions renew automatically each month or year, as applicable, at the end of the then-current Subscription Term until cancelled by Customer or Opusense in accordance with Section 6. Before a Customer’s first charge, Opusense will present the renewal frequency, the amount to be charged, the date of the first charge, and the method of cancellation clearly and conspicuously, and will obtain the Customer’s express consent to the automatic renewal separately from the Customer’s acceptance of these Terms. A Customer may cancel at any time in accordance with Section 6.2 without paying any cancellation fee or penalty, and Opusense will send an electronic notice of each upcoming renewal to the email address on file.

6.1 Term

The term of these Terms will commence upon taking action to indicate your acceptance of these Terms (such as creating an Account, accessing the Services, clicking “I agree”, or otherwise using the Services), and will remain effective either (i) for your Subscription Term, (ii) until your Account is deactivated or rendered dormant by Opusense or User, or (iii) until these Terms are otherwise terminated.

6.2 Customer Cancellation

Customer may cancel its Subscription at any time through the Platform or the App’s settings page. Cancellation takes effect at the end of the then-current Subscription Term. The Customer retains access to the Services until that date. These Terms may be terminated by a User by deleting User’s Account and ceasing to use the Services.

6.3 Suspension and Termination by Opusense

Opusense may, at its sole discretion and for any reason, suspend or terminate a User’s Account or a Customer’s Subscription on notice to Customer, including without limitation for:

• non-payment;
• material breach of these Terms;
• fraud, illegal use, or use that materially harms Opusense, its Users, or any third party;
• repeated or material violations of Section 7.2 (Use Restrictions); or
• as required by law, court order, or regulator instruction.

You acknowledge and agree that all suspensions and terminations may be made by Opusense in its sole discretion and that Opusense shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Opusense shall be in addition to any and all other rights and remedies that Opusense may have.

6.4 Effect of Termination

Upon termination, the Customer’s right to access all features of the Platform and the App ends. Termination may cause the loss and/or unavailability of content, features, or capacity of your Account. Opusense will retain Customer Data for the period set out in the Privacy Policy, after which it will be deleted or de-identified in accordance with Opusense’s retention schedule, and upon your request, we will certify the same in writing. Each Customer may request export of Customer Data before termination by contacting founders@opusense.com. Upon termination, Customer remains liable for all Subscription Fees and any other fees incurred and owing under these Terms, including any interest incurred. Sections of these Terms that by their nature should survive termination, including Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, and 13, will survive.

7.1 Opusense Intellectual Property

Any proprietary and intellectual property rights in and to the Integrations and Services, including the embedded algorithms, as well as all software, source code, models, model weights, prompts, configurations, user interfaces, documentation, methodologies, and improvements, as well as any content contained in the Services, such as logos, graphics, icons, images, as well as the selection, assembly, and arrangement thereof and related materials, Opusense’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, are Opusense Property and/or the property of Opusense’s licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to Opusense Property or any of the technology underlying any Opusense Property except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Opusense Property without Opusense’s prior written consent. For clarity, no part of the Services shall be included in any outputs from the Services. You agree that you will not challenge the validity of any Patent/Patent Pending or Copyright notices related to the Services.

7.2 Use Restrictions

You may not and you shall not permit any person and/or third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; (e) unbundle any component of the Services; (f) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions, or graphics of the Services; (g) use the Services to violate any applicable law, including without limitation any applicable privacy law; (h) use the Services to harass, defraud, stalk, or otherwise harm any person; (i) probe, scan, or test the vulnerability of the Services or breach security or authentication measures; (j) resell, sublicense, or make the Services available to third parties as a service bureau, except as expressly permitted in writing by Opusense; or (k) interfere with the integrity, security, or performance of the Services or the data they contain.

Opusense may apply enforcement measures at its sole discretion, including throttling, suspension, or termination in accordance with Section 6.3 and this Section 7.

7.3 Customer Data

As between Opusense and Customer, Customer and its licensors retain all rights, title, and interest in and to all Customer Data and AI outputs (subject to Section 5.3.3), including all intellectual property rights therein. You hereby grant Opusense a non-exclusive, irrevocable, sublicensable, transferable (in connection with an assignment permitted under Section 13.5), worldwide, royalty-free, fully paid-up license, for the Subscription Term and for so long thereafter as is reasonably necessary to comply with applicable law, maintain routine backups, and generate, retain, and exploit De-Identified Data, to use and otherwise exploit the Customer Data as reasonably required to provide, monitor, troubleshoot, secure, and improve the Services (including, without limitation, to generate De-Identified Data); prepare aggregated, anonymous reports for Customer; comply with all applicable law; and otherwise meet its obligations under these Terms. For clarity, all Customer Data and AI outputs (subject to Section 5.3.3) shall be owned by the Customer and not the Authorized User(s).

7.4 De-Identified Data

Opusense may create De-Identified Data, including aggregated and de-identified statistical datasets and analysis, from your interaction with and use of the Services, which shall not identify, and shall not be reasonably capable of being used to identify, Customer, any Authorized User, or any other identifiable individual. De-Identified Data is not Customer Data, and as between Customer and Opusense, Opusense shall own all rights to such De-Identified Data free from encumbrance. Opusense may use De-Identified Data indefinitely and for any purpose, including but not limited to: training, fine-tuning, evaluating, and improving Opusense’s AI models, prompts, and Services; internal analytics, benchmarks, and research; and developing new products and features.

7.5 Feedback

If you provide Opusense with any suggestions, comments, or other feedback relating to Opusense’s services (collectively, “Feedback”), you hereby grant Opusense a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Opusense products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Opusense and shall promptly inform Opusense as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.

7.6 Customer Marks and Case Studies

Customer grants Opusense a non-exclusive, royalty-free license to use the Customer’s name, logo, and a general description of the Customer’s use of the Services in Opusense’s marketing materials, including the Opusense website, sales decks, press releases, and case studies. Opusense will request the Customer’s logo in a usable format; if not provided, Opusense may use logos publicly available on the Customer’s own website.

8.1 Definition of Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (iv) was rightfully received from a third party without breach of any obligation owed to the Disclosing Party; or (v) is required to be disclosed by law (provided the Receiving Party gives prompt notice where legally permitted).

8.2 Confidentiality and Protection

Each party may disclose Confidential Information to the other in connection with these Terms. The Receiving Party will use Confidential Information only for purposes in the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party will protect the Confidential Information of the Disclosing Party with at least the same degree of care it uses for its own Confidential Information, and in any case, shall use no less than reasonable care, and will not disclose it to third parties except to its personnel, advisors, and sub-processors who need to know and are bound by confidentiality obligations no less protective than those in this Section 8.

8.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

8.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9.1 Warranties

You warrant that: (i) you have the full power and authority to enter into and perform your obligations under these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder. Opusense warrants that it will perform the Services in a professional and workmanlike manner consistent with general industry standards reasonably applicable to the provision thereof. User’s sole and exclusive remedy, and Opusense’s entire liability, for breach of the warranties in this Section 9.1 is for Opusense to use commercially reasonable efforts to re-perform the affected Services and, if Opusense fails to do so within a reasonable period, to terminate the affected Subscription and refund a pro-rata portion of any pre-paid, unused Subscription Fees for the terminated period.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, OPUSENSE PROVIDES THE SERVICES ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL OPUSENSE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FOR CLARITY, OPUSENSE DOES NOT WARRANT THAT USE OF OR RELIANCE ON SERVICES WILL GUARANTEE ANY RESULT OR COMPLIANCE WITH ANY REGULATORY OR SECURITY REQUIREMENTS.

9.3 AI Services

You acknowledge, understand, and agree that you are prohibited from using AI Services in certain prohibited manners, which include, but are not limited to, bypassing filters or otherwise making an AI Service perform unanticipated actions, exposing any information used in an AI Service’s training data, overriding the privacy or security controls in an AI Service, creating or exacerbating biases in an AI Service, or otherwise negatively impacting an AI Service’s safeguards or extracting personal information in the course of using an AI Service.

9.4 AI Outputs and Disclaimer

The information presented on or through the Services is made available solely for informational purposes. Opusense does not warrant the accuracy, completeness, or usefulness of this information. Any reliance by Customer on such information is strictly at Customer’s own risk. Opusense disclaims all liability and responsibility arising from any reliance on such information by Customer or any other person who may be informed of the Services. The Services use AI Services to manage field operations and collaboration between teams. AI Services use machine learning models that generate predictions based on patterns in data. Given the probabilistic nature of machine learning, Customers should evaluate the accuracy of any output generated by AI Services arising out of your use of the Services as appropriate for their use case, including by manually reviewing the AI outputs before relying on them, preserving them, or sharing them with others. AI systems can make mistakes, including misinterpreting instructions, generating inaccurate or fabricated information, misattributing images or data to the wrong source or destination, and producing content that does not accurately reflect a structure’s condition. Users are solely responsible for reviewing any information provided in the Services, confirming material details, and supervising the Services as appropriate for the User’s purposes. The Services are not designed for, and must not be used in, life-critical, medical, legal, or other high-consequence contexts where errors could cause material harm. Users are solely responsible for consulting with qualified professionals, especially regarding any high-risk or regulated applications. Opusense disclaims: (i) all liability for decisions made based on information provided in the Services or AI outputs; and (ii) any warranty regarding the accuracy, completeness, or appropriateness of any AI-generated output or information provided in the Services.

10.1 Exclusion of Certain Damages

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL OPUSENSE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “OPUSENSE PARTIES”) HAVE LIABILITY TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL OPUSENSE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OPUSENSE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES; (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TEXTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.

10.2 Limitation of Liability

EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE OPUSENSE PARTIES TO CUSTOMER AND ITS AUTHORIZED USERS, IN THE AGGREGATE ACROSS ALL CLAIMS, SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO OPUSENSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

10.3 Independent Allocation of Risk

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11.1 By Customer

Customer will defend, indemnify, and hold harmless Opusense and its officers, directors, employees, and agents from and against any and all claims, actions, allegations, losses, liabilities, damages, and costs (of whatever form or nature, including, without limitation, reasonable attorneys’ and legal fees) arising from:

• Customer's misuse of the Services and/or any breach of these Terms;
• claims arising in connection with Customer Data or Third-Party Services, including any allegation that Customer Data infringes intellectual property rights, violates privacy law, or is unlawful;
• Customer's failure to obtain any required consent in relation to any use of the Services;
• negligence or other tortious conduct, or willful misconduct; or
• any violation by you of applicable law or regulation;

each, a “Customer Claim”.

11.2 By Opusense

Opusense will defend, indemnify, and hold harmless Customer and its officers and directors, from and against any and all third-party claims, actions, allegations, losses, liabilities, damages, and costs (including, without limitation, reasonable attorneys’ and legal fees) arising from any allegation that the Platform, as provided by Opusense and used by Customer in accordance with these Terms, infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret rights (“Opusense Claim”). Opusense has no obligation under this Section to the extent an Opusense Claim arises from: (a) modification of the Platform by any person other than Opusense; (b) combination, operation, or use of the Platform with products, services, data, or materials not provided by Opusense, where the claim would not have arisen but for the combination; (c) use of the Platform outside the scope of the license granted under these Terms or otherwise in breach of these Terms or applicable law; (d) Customer’s continued use of an allegedly infringing version of the Platform after Opusense has made available, at no additional cost, an update, modification, or replacement that would have avoided the claim; or (e) Customer Data or Third-Party Services.

If the Platform becomes, or in Opusense’s reasonable opinion is likely to become, the subject of a claim described in this Section, Opusense may, at its option and expense: (1) procure for Customer the right to continue using the Platform; (2) modify or replace the Platform so that it is non-infringing while substantially preserving its functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected Subscription on notice and refund any prepaid, unused Fees for the terminated portion of the Subscription Term. This Section states Opusense’s entire liability and Customer’s sole and exclusive remedy for any claim of intellectual property infringement or misappropriation.

11.3 Procedure

The party seeking indemnification (the “Indemnified Party”) shall: (1) promptly notify the indemnifying party in writing of each Customer Claim or Opusense Claim (each, a “Claim”); (2) give the indemnifying party control of the defense of each Claim, provided that the Indemnified Party may participate in the defense with counsel of its own choosing at its own expense, and no settlement that imposes any non-monetary obligation on, or includes any admission of liability or fault by, the Indemnified Party may be entered into without the Indemnified Party’s prior written consent; and (3) provide reasonable cooperation and assistance to the indemnifying party with respect to each Claim, at the indemnifying party’s expense.

Opusense may update these Terms from time to time and at Opusense’s sole discretion. Opusense will provide at least thirty (30) days’ notice of material changes by email to User’s Account email address or by notification via the Platform, and will update the “Last Updated” date above. Any such material changes shall become effective after the thirty (30) day period following such notice. Changes that are not material, including clarifying edits and references to additional sub-processors, take effect when posted, with notice being given by updating the “Last Updated” date above.

Continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer’s remedy is to cancel under Section 6.2 before the change takes effect.

13.1 Entire Agreement

These Terms, including our Privacy Policy, any Orders, external documents referenced herein, and any applicable additional terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning their subject matter.

13.2 Order of Precedence

In case of conflict between these Terms and an Order, these Terms prevail unless the Order expressly amends a specific Section of these Terms by reference.

13.3 Governing Law and Jurisdiction

Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Kitchener, Ontario.

13.4 United Nations Convention on Contracts for the International Sale of Goods

The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded.

13.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without Opusense’s prior written consent. Opusense may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets, with notice to Customer. Any attempt by you to assign your rights or obligations under these Terms in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.6 Force Majeure

Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

13.7 Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or shall be deemed severable from these Terms, and the remaining provisions will continue in full force.

13.8 No Waiver

No waiver by either party of any provision is effective unless in writing and signed by the waiving party. A waiver on one occasion does not waive any other or future right.

13.9 No Third-Party Beneficiaries

Except for the indemnified parties expressly identified in Section 11, these Terms do not create rights for any third party.

13.10 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

13.11 Notices

Notices to Opusense must be sent to:
Opusense AI Inc.
Email: founders@opusense.com

Notices to the Customer will be sent to the email address on file or delivered through the Platform. Notices are deemed received on the next business day after sending. You and Opusense hereby consent to electronic notice as a valid form of service.

13.12 Electronic Form and Counterparts

Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties waive any defense based on the absence of a handwritten signature. These Terms may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

13.13 Language

These Terms are drafted in English at the express request of both parties.