These Terms of service (these “Terms”) are between you AND opia HOLDINGS, inc., a delaware corporation, D/B/A OPIATALK (“opiatalk”) and RELATE TO YOUR USE of the OPIATALK application AND the application SERVICE DESCRIBED BELOW (the “application”) AVAILABLE AT / (THE “SITE”). by using the application accessible to you through THE site, you acknowledge and agree that you have reviewed and are bound by THESE TERMS, AS MODIFIED FROM TIME TO TIME, AND THE OPIATALK privacy policy, AS MODIFIED FROM TIME TO TIME, AVAILABLE AT [www.opiatalk.com/privacy-policy/] (THE “PRIVACY POLICY”). YOU ACKNOWLEDGE THAT IN ORDER FOR YOUR CUSTOMERS (each an “end user,” and collectively, “END USERS”) TO ACCESS THE APPLICATION such end users must ACKNOWLEDGE AND AGREE TO THE TERMS OF THE PRIVACY POLICY. By CLICKING “I AGREE,” YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS, the privacy policy, and that YOU ARE AT LEAST 18 YEARS OF AGE. you further acknowledge and agree that OpiaTalk is not responsible for determining whether your use of the application and your ACCEPTANCE OF these terms conflicts with any of your internal policies.

Changes to Terms

OpiaTalk may revise and update these Terms from time to time in our sole discretion. All changes are effective as of the “Last modified on” date set forth above and apply to all access to and use of the Application and the Site. Your continued use of the Application and the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page periodically so that you are aware of any changes, as they are binding on you.

How OpiaTalk Works

The Application is a promotional services application which OpiaTalk operates through the Site and, once you register through the Site, will appear on your internal company website (the “Merchant Site”) and be operable as an extension of the Merchant Site. The Application allows End Users to apply for limited time and limited participation offers that appear on the Merchant Site (each, an “Offer,” and collectively, “Offers”). In order for your End Users to receive the benefits stated in an Offer (a) you must achieve the minimum participant-level established by OpiaTalk with respect to such Offer, (b) each End User must complete the process of accepting the terms of such Offer within an established period of time (including, but not limited to, accepting the terms of the Privacy Policy), and (c) each End User (upon satisfaction of items (a) and (b) herein, will then be re-routed to the Merchant Site to complete the purchase associated with such Offer.

Registration

In order to register for the Application you must complete the registration application available on the Site (such information provided on the registration application, collectively, the “Registration Information”) and, upon submission and approval by OpiaTalk, OpiaTalk will provide you with access to the Application by providing you with customizable code that must be placed on the Merchant Site. You represent and warrant that all Registration Information is your own and is accurate, and that you will not use the Application for any purpose other than in connection with your personal use of the Application.

End User Information

In the process of applying for Offers, each End User will be asked to provide certain Personally Identifiable Information (as defined in the Privacy Policy). OpiaTalk collects, uses, maintains, discloses and secures information (including, but not limited to, Personally Identifiable Information as well as non-personally identifiable information) in accordance with the Privacy Policy. By accepting these Terms, you acknowledge and agree that these Terms and the Privacy Policy do not conflict with your internal policies with respect to the use and collection of Personally Identifiable Information and non-personally identifiable information.

Disclaimers

THE APPLICATION IS PROVIDED “AS IS,” AS A CONVENIENCE TO YOU AND END USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL OPIATALK, OR ANY OF OUR EMPLOYEES, AGENTS OR PARTNERS (COLLECTIVELY, THE “ENTITIES”) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE APPLICATION, INCLUDING ANY DAMAGES RESULTING FROM YOU MISSING AN OFFER OR THE USE OF ANY INFORMATION COLLECTED IN THE MANNER CONTEMPLATED HEREIN.

Release and Indemnification

You release the Entities from any liability or claim relating to your use or access of the Application. Further, you indemnify the Entities and hold them harmless from any loss, liability, claim or expense of any kind incurred by them resulting from or relating to your access and/or use of the Application.

Application Ownership

The Application, and all intellectual property rights associated therewith, is the sole and exclusive property of OpiaTalk and/or third party licensors, and all right, title and interest in and to the Application will remain with OpiaTalk or such third party licensors. No license or other right, other than as expressly set forth in these Terms of Use, is granted in the Application. You shall not reverse engineer, decompile, modify, create derivative works of, reverse compile, translate, adapt or disassemble or in any way attempt to reconstruct or discover any source code or algorithms or software within the Application or the underlying software with which the Application interacts.

Viewing, Accessing and Use Outside the United States

OpiaTalk makes no claims that the Application may be lawfully used outside the United States, and any such use is at your own risk.

Contact Information

Questions or comments regarding the Terms or the Privacy Policy including questions regarding data collection and Site security, are welcome and should be directed to OpiaTalk using the following contact information:

Email: [email protected]

Address: OpiaTalk

1111 Light Street, Floor 4

Baltimore MD, 21230