Opscotch Software License Agreement

Business use only. The Software is offered only for business, government, institutional, and other professional or trade use. It is not offered for personal, domestic, or household use.

This Opscotch Software License Agreement (“Agreement”) is entered into between Opscotch Limited, of Level 4 Dominion building, 78 Victoria Street, Wellington 6011 New Zealand (“Opscotch”, “we”, “us”, or “our”), and the person or entity accepting this Agreement (“Customer”, “you”, or “your”).

By clicking accept, placing an order that references this Agreement, installing, activating, accessing, or using the Software, you agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have authority to bind that organization.

1. Definitions

In this Agreement:

Acceptable Use Policy means the Opscotch Acceptable Use and Safety Policy, as updated from time to time in accordance with this Agreement.

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership or control of more than 50% of the voting interests or equivalent decision-making power.

Authorized User means your employee, contractor, or other individual under your control who is authorized by you to access or use the Software on your behalf and for your benefit.

Customer Content means any data, records, files, logs, messages, configurations, commands, workflows, prompts, instructions, credentials, secrets, outputs, or other materials that you, your users, your systems, or third-party systems process, generate, store, transmit, access, or make available through or in connection with the Software.

Customer Environment means any device, system, network, cloud account, virtual machine, container, endpoint, application, database, service, or infrastructure that you own, control, or are authorized to use.

Documentation means the technical, usage, deployment, security, or support documentation that Opscotch makes available for the Software.

High-Risk Activity means any activity where use, failure, interruption, delay, inaccuracy, defect, or unauthorized action could reasonably be expected to cause death, personal injury, environmental harm, property damage, utility or infrastructure disruption, regulatory breach, or other material or catastrophic loss.

Order Form means an order, quote, checkout flow, statement of work, or other ordering document accepted by the parties and referencing this Agreement.

Privacy Notice means the Opscotch Privacy and Telemetry Notice.

Software means the self-hosted Opscotch software made available to you under an Order Form or other authorization, including the Opscotch agent, runtime components, packager application, installers, updates, upgrades, patches, and associated Documentation, but excluding third-party products and open-source components that are licensed under separate terms.

Term means the subscription term, license term, or other permitted use period stated in the applicable Order Form, checkout flow, or license record.

2. Scope and order of precedence

2.1 This Agreement governs your access to and use of the Software, unless Opscotch and Customer have entered into a separately signed written agreement that expressly supersedes this Agreement.

2.2 If there is a conflict between documents, the following order of precedence applies unless an Order Form expressly states otherwise:

1. the applicable Order Form;
2. this Agreement;
3. the Acceptable Use Policy; and
4. the Privacy Notice.

2.3 Terms contained in any purchase order, procurement portal, vendor onboarding workflow, or other customer-issued document do not modify this Agreement and are rejected unless Opscotch expressly agrees in writing.

3. Business use only; parties in trade

3.1 The Software is licensed only for use in trade or for other business, government, institutional, or professional purposes.

3.2 You represent and warrant that:

• you are acquiring and using the Software in trade, for business or professional use, and not for personal, domestic, or household purposes;
• all Authorized Users are acting for your internal business or institutional purposes unless an Order Form expressly permits another use case; and
• you have authority to permit the Software to access, operate in, or interact with each relevant Customer Environment.

3.3 The Software may only be used by Authorized Users acting on your behalf. Unless an Order Form expressly permits it, you may not:

• make the Software available to third parties as a managed service, service bureau, hosted service, or white-label offering;
• sublicense, rent, lease, resell, distribute, assign, or transfer the Software; or
• permit use of the Software for the benefit of any third party other than your Affiliates and contractors acting solely for your benefit.

4. License grant

4.1 Subject to your compliance with this Agreement and payment of all applicable fees, Opscotch grants you during the Term a limited, non-exclusive, non-transferable, non-sublicensable right and license to:

• install and run the Software in object code form in your Customer Environment; and
• permit Authorized Users to access and use the Software solely for your internal business or institutional purposes and in accordance with the Documentation and applicable license scope.

4.2 License scope limitations, including any limits on environments, nodes, instances, users, deployment type, features, or term length, will be stated in the applicable Order Form, checkout flow, or license record.

4.3 No rights are granted except as expressly stated in this Agreement. All implied licenses are disclaimed.

5. Restrictions

Except to the extent expressly permitted by applicable law that cannot lawfully be excluded or limited, you must not, and must not permit any third party to:

• copy the Software except as reasonably necessary for permitted installation, operation, and backup;
• modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or non-public structure of the Software;
• circumvent, disable, or interfere with license controls, technical restrictions, security features, telemetry controls, or usage limits;
• remove, obscure, or alter copyright, trademark, proprietary, attribution, or license notices;
• use the Software in violation of law, regulation, sanctions, export controls, or third-party rights;
• use the Software to store, transmit, introduce, or distribute malware, ransomware, spyware, or other malicious code;
• use the Software to gain unauthorized access to systems, services, data, or accounts;
• use the Software in a manner that exceeds the license scope or Documentation;
• use the Software to build or train a competing product using non-public features, Documentation, or information obtained from reverse engineering or unauthorized access; or
• represent that Opscotch is responsible for, approves of, or controls any Customer Content, workflow, command, destination, or operational decision initiated through the Software.

6. Customer-controlled environment and shared responsibility

6.1 The Software is designed for deployment and operation in Customer-controlled environments. You acknowledge and agree that:

• you choose where the Software is installed and how it is configured;
• you determine what credentials, permissions, integrations, connectors, destinations, and network paths the Software can access;
• you decide what workflows, tasks, commands, or automations the Software may execute;
• actions performed by the Software in your environment are performed under your direction, configuration, and authority; and
• Opscotch does not operate, monitor, or administer your systems on your behalf unless separately agreed in writing.

6.2 You are solely responsible for:

• the legality, accuracy, safety, appropriateness, and consequences of your use of the Software;
• all Customer Content and all instructions, rules, workflows, prompts, tasks, automations, and commands processed by or through the Software;
• granting only the minimum permissions required for your intended use case;
• reviewing and approving any destructive, sensitive, or externally visible action before permitting it in production;
• security architecture, network segmentation, rate limits, egress controls, backups, disaster recovery, monitoring, manual overrides, audit logging, and incident response within your Customer Environment;
• verifying outputs before relying on them in operational, financial, compliance, or safety-sensitive contexts; and
• all acts and omissions of Authorized Users and anyone using credentials or systems under your control.

6.3 Opscotch has no duty to:

• review, validate, or approve your configuration choices;
• monitor your commands, workflows, outbound transfers, or destinations;
• prevent actions you authorize or permit through your credentials, systems, or configuration;
• discover or warn you of unsafe or unlawful use specific to your environment; or
• maintain backups of your systems, environments, or Customer Content.

7. High-risk activities

7.1 Unless Opscotch expressly agrees in a separate signed writing that specifically authorizes the relevant deployment and allocates the associated risk, you must not use, or allow others to use, the Software in connection with any High-Risk Activity.

7.2 Prohibited High-Risk Activities include, by way of example and without limitation, use in or in connection with:

• life-support systems or life-sustaining equipment;
• medical devices, clinical operations, or patient-care systems;
• emergency services, dispatch, public safety response, or critical alarm systems;
• aviation, maritime navigation, rail control, transport control, or autonomous vehicle systems;
• weapons systems or military targeting;
• nuclear facilities or hazardous materials control;
• industrial safety systems, process shutdown systems, or operational technology where failure could cause bodily injury or material property damage;
• utilities, energy grid control, water treatment, wastewater control, or other critical infrastructure; or
• any environment where malfunction, delay, unauthorized operation, or error could reasonably be expected to cause death, bodily injury, severe environmental harm, or major property or infrastructure damage.

7.3 If Opscotch ever authorizes a High-Risk Activity in a separate signed agreement, you remain solely responsible for implementing and maintaining all required human oversight, redundancy, manual controls, alarms, testing, fail-safe design, kill switches, change controls, and business continuity measures.

7.4 You acknowledge that the Software is not designed, certified, or warranted for High-Risk Activities, and Opscotch disclaims all liability arising from any such use to the maximum extent permitted by law.

8. Customer Content; no hosted operational processing

8.1 As between the parties, you retain all right, title, and interest in and to Customer Content.

8.2 The Software is intended to run inside your Customer Environment. Except for the limited telemetry expressly described in the Privacy Notice, and except for information you separately and intentionally provide to Opscotch (for example in a support request, sales process, or diagnostic upload you choose to submit), Opscotch does not need to receive Customer Content in order for the Software to operate as described.

8.3 You are solely responsible for:

• deciding whether to permit any outbound transmission of Customer Content to third-party systems, APIs, or destinations;
• ensuring that you have all rights, notices, permissions, and lawful bases required for your collection, use, disclosure, transfer, export, and processing of Customer Content; and
• ensuring that use of the Software does not violate your contractual, employment, confidentiality, privacy, security, or regulatory obligations.

8.4 Opscotch does not own or control the external systems, services, endpoints, devices, or physical-world equipment that your workflows may interact with. You are solely responsible for evaluating the consequences of those interactions.

9. Telemetry; privacy

9.1 Limited telemetry may be transmitted to Opscotch for license activation, entitlement management, anti-abuse, product security, fraud prevention, billing integrity, and related operational purposes.

9.2 Your use of the Software is subject to the Privacy Notice, which describes the categories of information Opscotch collects, the purposes of collection, how the information is used, and how long it is retained.

9.3 You must not misrepresent, tamper with, block, falsify, or interfere with telemetry required for lawful license validation or product-security purposes, unless Opscotch has expressly authorized an offline or alternative licensing method in writing.

10. Updates and supported versions

10.1 Opscotch may make updates, upgrades, bug fixes, patches, or new releases available from time to time.

10.2 Unless the applicable Order Form states otherwise, you are responsible for installing updates and maintaining the Software on supported versions.

10.3 Opscotch may designate minimum supported versions or retire unsupported versions. If you continue using an unsupported version after notice, Opscotch may limit support, security guidance, or warranty remedies relating to issues caused by remaining on that version.

10.4 You acknowledge that failure to apply updates may increase operational, compatibility, and security risk, and Opscotch is not responsible for issues caused by unsupported or materially outdated versions.

11. Support

11.1 Opscotch has no support, maintenance, service level, professional services, implementation, or consulting obligation unless separately stated in an Order Form or other signed written agreement.

11.2 Any recommendations, comments, guidance, sample workflows, or deployment suggestions provided by Opscotch do not transfer operational responsibility to Opscotch and do not relieve you of your independent obligation to test, review, and approve your configuration and use of the Software.

12. Third-party components

12.1 The Software may include or interoperate with third-party software, open-source components, data sources, APIs, services, or hardware. Those items may be subject to separate terms.

12.2 Open-source licenses govern open-source components to the extent required by those licenses.

12.3 Opscotch is not responsible for third-party products, services, destinations, connectors, devices, or APIs, or for changes made by third parties that affect your use of the Software.

13. Ownership; feedback

13.1 Opscotch and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights.

13.2 No rights are granted to you except the limited rights expressly stated in this Agreement.

13.3 If you provide suggestions, ideas, corrections, enhancement requests, feedback, or other input relating to the Software (“Feedback”), you grant Opscotch a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit that Feedback without restriction and without any obligation to you.

14. Fees, taxes, and payment

14.1 Fees, payment terms, renewal terms, billing intervals, usage metrics, and entitlements will be stated in the applicable Order Form, checkout flow, or invoice.

14.2 Unless expressly stated otherwise, fees are non-cancellable and non-refundable except as required by law or expressly stated in this Agreement.

14.3 Fees are exclusive of taxes, duties, levies, withholding amounts, and similar governmental charges, all of which are your responsibility except taxes on Opscotch’s net income.

14.4 If you purchase through a reseller or channel partner, payment obligations are governed by your agreement with that reseller or partner, but your use of the Software remains subject to this Agreement unless a separate signed agreement with Opscotch states otherwise.

15. Suspension and termination

15.1 Opscotch may suspend your access to or use of the Software, or terminate this Agreement, immediately or on notice, if:

• you fail to pay undisputed fees when due and do not cure within the applicable cure period stated in an Order Form or invoice;
• you materially breach this Agreement or the Acceptable Use Policy;
• your use of the Software creates a security risk, legal risk, sanctions risk, or material risk of harm to Opscotch, third parties, or your own environment;
• you use the Software in connection with a prohibited High-Risk Activity;
• you become insolvent, enter liquidation, or cease business operations; or
• Opscotch is required to do so by law or court order.

15.2 Either party may terminate this Agreement for material breach by the other party if the breach is not cured within 30 days after written notice, except where a shorter period or immediate termination right is expressly stated in this Agreement.

15.3 On termination or expiry:

• the license granted under this Agreement ends immediately;
• you must stop using the Software and any associated license keys;
• you must uninstall or disable the Software and destroy or return any copies as reasonably requested by Opscotch, except for copies retained solely for legal compliance or disaster-recovery archives not put back into production use; and
• sections that by their nature should survive will survive, including sections relating to fees accrued, ownership, restrictions, disclaimers, indemnity, limitation of liability, export compliance, governing law, and general terms.

16. Limited warranty for paid production subscriptions

16.1 Subject to sections 16.2 to 16.6, Opscotch warrants during a paid production Term that:

• Opscotch has the right to grant the licenses described in this Agreement; and
• the Software will materially conform to the then-current Documentation when used in accordance with the Documentation, on supported versions, and in the licensed configuration.

16.2 The limited warranty in section 16.1 does not apply to:

• preview, alpha, beta, trial, developer, evaluation, or free offerings;
• unsupported versions;
• defects or issues caused by Customer Content, third-party systems, external APIs, unsupported environments, or unauthorized modifications;
• open-source or third-party components; or
• issues caused by your failure to implement updates, security practices, or required dependencies.

16.3 Your exclusive remedies for breach of the limited warranty are, at Opscotch’s option:

• commercially reasonable repair or replacement;
• a workaround; or
• if Opscotch cannot cure the material non-conformity within a reasonable period after written notice, termination of the affected license and refund of prepaid fees for the unused remainder of the affected Term.

16.4 The limited warranty in this section is your sole and exclusive warranty and sole and exclusive remedy for warranty breach.

16.5 Except as expressly stated in section 16.1, the Software is provided “as is” and “as available” to the maximum extent permitted by law.

16.6 Opscotch does not warrant that the Software will be uninterrupted, error-free, secure, compatible with every environment, or suitable for your specific use case, or that any workflow, output, command, automation, or action initiated through the Software will be accurate, safe, complete, lawful, or free from harmful consequences.

17. Disclaimer of warranties

To the maximum extent permitted by law, and except for the express limited warranty in section 16 where applicable, Opscotch disclaims all warranties, conditions, guarantees, and representations, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, acceptable quality, fitness for a particular purpose, title, non-infringement, quiet enjoyment, reasonable care and skill, availability, or results.

Without limiting the foregoing, Opscotch specifically disclaims any warranty or responsibility that:

• the Software will prevent errors, outages, data loss, security incidents, or unsafe actions in your environment;
• the Software will identify, block, or warn you about dangerous commands, workflows, or destinations;
• the Software will comply with laws or regulations that apply to your specific industry or deployment; or
• use of the Software will not damage, interrupt, alter, delete, transmit, expose, or otherwise affect systems, services, data, infrastructure, devices, or real-world equipment under your control or the control of third parties.

18. Customer indemnity

18.1 You will defend, indemnify, and hold harmless Opscotch, its Affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, proceeding, demand, investigation, loss, liability, damage, judgment, settlement, fine, penalty, cost, or expense (including reasonable legal fees) arising out of or relating to:

• your or your Authorized Users’ use of the Software;
• Customer Content;
• your configurations, workflows, rules, prompts, commands, automations, destinations, or instructions;
• access to, modification of, or impact on customer systems, third-party systems, or physical-world devices resulting from your use of the Software;
• your use of the Software in violation of law, regulation, sanctions, contractual obligations, or third-party rights;
• your use of the Software in a High-Risk Activity; or
• your breach of this Agreement or the Acceptable Use Policy.

18.2 Opscotch will:

• promptly notify you of the claim, except that delayed notice will not relieve you of your obligations except to the extent you are materially prejudiced;
• give you sole control of the defense and settlement, except that you may not settle any claim in a manner that admits wrongdoing by Opscotch or imposes obligations on Opscotch without Opscotch’s prior written consent; and
• provide reasonable cooperation at your expense.

19. Limitation of liability

19.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, production, opportunity, or data, even if advised of the possibility of such damages.

19.2 Opscotch liability cap. To the maximum extent permitted by law, Opscotch’s total aggregate liability arising out of or relating to this Agreement, the Software, or the parties’ relationship will not exceed the greater of:

• the amounts paid or payable by you to Opscotch for the specific Software giving rise to the claim during the 12 months immediately preceding the first event giving rise to liability; or
• NZD $1,000 if no fees were paid for the relevant Software.

19.3 Customer obligations not limited. Nothing in this Agreement limits or excludes your payment obligations, your obligations under section 18 (Customer indemnity), or liability arising from your infringement or misappropriation of Opscotch’s intellectual property rights or your violation of the license restrictions in section 5.

19.4 Non-excludable liability. Nothing in this Agreement excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

19.5 The limitations and exclusions in this Agreement apply regardless of the form of action, whether in contract, tort (including negligence), equity, statute, strict liability, or otherwise.

20. Export control and sanctions

20.1 You must comply with all applicable export control, sanctions, trade, customs, anti-boycott, and similar laws and regulations.

20.2 You must not use, export, re-export, transfer, provide access to, or allow use of the Software:

• in or to any jurisdiction, person, or entity prohibited by applicable law;
• for any prohibited end-use; or
• in any manner that would cause Opscotch to violate applicable law.

20.3 You represent that neither you nor any person acting on your behalf in connection with the Software is a prohibited or sanctioned party under applicable law.

21. New Zealand law; contracting out; mandatory law carve-out

21.1 This Agreement is governed by the laws of New Zealand, excluding its conflict of laws rules.

21.2 Subject to section 21.3, the courts of Auckland, New Zealand will have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

21.3 Nothing in this Agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified under applicable law.

21.4 Because the parties are in trade and the Software is supplied and acquired in trade, the parties agree that:

• to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to this Agreement or to the supply of the Software; and
• to the maximum extent permitted by law, the parties contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986, and the parties agree that it is fair and reasonable that they be bound by those contracting-out provisions.

21.5 If a court determines that any contracting-out provision in this Agreement is unenforceable in the circumstances, that provision will be limited only to the minimum extent necessary, and the remainder of this Agreement will continue in effect.

22. Changes to these terms

22.1 Opscotch may update this Agreement from time to time.

22.2 For existing paid subscriptions, a change to this Agreement will take effect on your next renewal, new Order Form, upgrade, or expansion order, unless the change is required earlier by law, security necessity, or product architecture changes and Opscotch provides reasonable notice where practicable.

22.3 For free or unpaid use, Opscotch may update this Agreement on posting or on reasonable notice, and continued use after the effective date of the update constitutes acceptance of the updated Agreement.

23. General

23.1 Notices. Legal notices to Opscotch must be sent to legal@opscotch.co and, if required, to Level 4 Dominion building, 78 Victoria Street, Wellington 6011 New Zealand. Opscotch may send notices to the email address associated with your account, order, license, or administrator contact.

23.2 Assignment. You may not assign or transfer this Agreement without Opscotch’s prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all of your assets, provided the assignee agrees in writing to be bound by this Agreement. Opscotch may assign this Agreement in connection with a merger, reorganization, or sale of substantially all of its assets on notice to you.

23.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, except that this section does not excuse payment obligations.

23.4 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, agency, fiduciary, employment, or joint venture relationship.

23.5 Severability. If any provision is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remainder of the Agreement will remain in full force.

23.6 Waiver. Failure to enforce any provision is not a waiver.

23.7 Entire agreement. This Agreement, together with the applicable Order Form, Acceptable Use Policy, and Privacy Notice, is the complete and exclusive agreement between the parties regarding its subject matter and supersedes prior or contemporaneous communications on that subject matter.

23.8 Electronic acceptance. Electronic acceptance, electronic signatures, and electronic records are valid and binding to the fullest extent permitted by law.