Terms of Service

2.1 Provision. During the subscription term, Lalinx will make the Service available to Customer in accordance with these Terms, the Order Form, the Service Level Agreement ("SLA"), and the Data Processing Agreement ("DPA"), each incorporated by reference.

2.2 Accounts. Customer is responsible for its Users' compliance with these Terms, for the accuracy of account information, and for safeguarding login credentials. Customer must notify us promptly at security@opsore.com of any suspected unauthorized access.

2.3 Changes. We may improve or modify the Service, provided changes do not materially degrade its core functionality during a paid term.

2.4 Beta features. Features identified as beta/preview are provided "as is", may be withdrawn at any time, and are excluded from the SLA.

2.5 Free trials. If Lalinx provides a free trial, it is provided "as is" without the SLA or any warranty, for the stated trial period. Unless Customer converts to a paid plan, trial workspaces and their data may be deleted 30 days after the trial ends.

2.6 Third-party integrations. The Service may interoperate with third-party products (e.g. email, chat, or identity providers) enabled by Customer. Those products are governed by their own terms; Lalinx is not responsible for them, and their unavailability does not constitute Downtime under the SLA.

3.1 Ownership. Customer owns all Customer Data. Lalinx claims no rights in Customer Data other than the limited right to host and process it to provide the Service.

3.2 Processing. Lalinx processes personal data within Customer Data only as a processor/data processor on Customer's instructions, as detailed in the DPA.

3.3 Security. Lalinx maintains commercially reasonable administrative, technical, and organizational safeguards for Customer Data, as described in the DPA and our security documentation.

3.4 Usage data. Lalinx may collect aggregated, anonymized usage statistics (which do not identify Customer or any individual) to operate and improve the Service.

3.5 Return and deletion. For 30 days after termination, Customer may export Customer Data via the Service's export tools or by written request. Thereafter, Lalinx will delete Customer Data within 60 days, except backups deleted on their normal rotation cycle and data we must retain by law.

5.1 Fees. Customer will pay the fees stated in the Order Form. Except as expressly stated in these Terms, fees are non-refundable.

5.2 Invoicing. Subscriptions are offered on monthly, quarterly, or annual billing cycles as selected in the Order Form, payable in advance. Invoices are due within 15 days of the invoice date unless the Order Form says otherwise.

5.3 Taxes. Fees are exclusive of GST and other applicable taxes, which Customer will pay in addition (other than taxes on Lalinx's income).

5.4 Late payment. Amounts more than 15 days overdue may accrue interest at 1.5% per month (or the maximum lawful rate, if lower). We may suspend the Service for accounts more than 30 days overdue, after at least 7 days' written notice.

5.5 Renewal pricing. We may adjust pricing at renewal with at least 30 days' prior notice.

6.1 Term. These Terms start on the effective date of the first Order Form and continue while any subscription is active. Subscriptions auto-renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the renewal date.

6.2 Termination for cause. Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice, or becomes insolvent.

6.3 Effect. On termination, Customer's access ends and outstanding fees for the remainder of any prepaid term are handled as follows: if Customer terminates for Lalinx's uncured material breach, Lalinx will refund prepaid fees for the unused portion of the term; otherwise fees remain due and are non-refundable.

6.4 Survival. Sections 3.5, 7, 8, 9, 10, 11, and 12 survive termination.

7.1 Lalinx and its licensors own all rights in the Service, Documentation, and underlying software. No rights are granted except as expressly stated.

7.2 Customer grants Lalinx a limited license to host and process Customer Data solely to provide the Service.

7.3 Feedback. Customer may provide suggestions; Lalinx may use them without obligation.

9.1 Each party warrants it has authority to enter these Terms.

9.2 Lalinx warrants the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is re-performance or, failing that, termination under Section 6.2 with the refund described in Section 6.3.

9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND LALINX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LALINX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

10.1 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

10.2 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

10.3 Exceptions. The cap and exclusion do not apply to Customer's payment obligations, either party's breach of Section 8 (Confidentiality), or liability that cannot be limited under applicable law.

11.1 By Lalinx. Lalinx will defend Customer against third-party claims that the Service infringes an Indian intellectual property right, and pay resulting damages finally awarded, provided Customer promptly notifies Lalinx and gives sole control of the defense. If the Service is held infringing, Lalinx may modify it, procure rights, or terminate and refund prepaid unused fees. This is Customer's exclusive remedy for infringement.

11.2 By Customer. Customer will defend Lalinx against third-party claims arising from Customer Data or Customer's use of the Service in violation of these Terms or law, under the same procedure.