Terms & Conditions.

Welcome, and thank you for your interest in Opal Camera Inc. (“Opal,” “we,” or “us”) and our website at www.opalcamera.com, along with our related websites, downloadable applications (including Software) and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Opal regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” BY PURCHASING OUR PRODUCTS, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OPAL’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OPAL’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY OPAL AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF OPAL AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE NOTIFYING YOU THAT YOU ARE OFF OF OUR WAITLIST. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND OPAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Opal Service Overview

Opal offers hardware and software for video conferencing. We manufacture webcameras and other hardware (“Products”) which you can buy through our website. We also provide downloadable software (“Software”) for videoconferencing, which is compatible with our Products as well as a number of other video conferencing platforms and hardware from third-party providers.

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

3.1 Price. Opal reserves the right to determine pricing for the Service. Opal will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our website periodically for current pricing information. Opal may change the fees for any feature of the Service, including additional fees or charges, if Opal gives you advance notice of changes before they apply. Opal, at its sole discretion, may make promotional offers with different features and different pricing to any of Opal’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Prices displayed on Opal’s website may not include foreign or domestic governmental taxes or charges of any kind that may be applicable, including without limitation excise, sales, use, or value-added taxes; customs or other import duties; or other taxes, tariffs or duties. You will have an opportunity to view applicable taxes or charges on our checkout and payment page for Products you purchase (“Checkout Page”).

3.2 Authorization; Payment Processing. You authorize Opal to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Opal, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Opal may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. We may contract with a third party to process any payments submitted for or through our Service (each, a “Payment Processor”). By making any purchase through the Service, you authorize us to share any of your information with the Payment Processor in order to process your payment.

4. Delivery and Returns

4.1 Delivery; Risk of Loss. Any Products for which you’ve placed an order through our website will be delivered to the address you specify on the Checkout Page for each purchase. Title to and risk of loss for such Products passes to you upon delivery to the specified address. If any delivery is lost or stolen, or is delivered damaged upon arrival, please contact us at [email protected]; we will do our best to work with you on a resolution, but we do not promise to cover, and will not be held liable for, such losses.

4.2 Returns. After an order is shipped, Opal cannot cancel or adjust the order. You have the option of returning Products for a refund or exchange within thirty (30) days after purchase. To initiate a return, you must contact us at [email protected]. [Additional details regarding our return policy are available at: https://faqs.opal.camera/what-is-opals-return-policy]. Refunds which are not in compliance with our return policy are subject to a partial refund or no refund.

5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Opal grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the Software on a computer that you own or control; and (b) access and use the Service.

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service, the Software, or any firmware embedded on any Products; (b) make modifications to the Service, the Software, or any firmware embedded on any Products; or (c) interfere with or circumvent any feature of the Service, the Software, or any Products, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, the Software, or any firmware embedded on any Products, then you may not use it.

5.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service, the Software, or any Products (“Feedback”), then you hereby grant Opal an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

6. Ownership; Proprietary Rights

The Service, Software, and Products are owned and operated by Opal. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service, Software, and Products provided by Opal (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service, Software, or Products are the property of Opal or its third-party licensors. Except as expressly authorized by Opal, you may not make use of the Materials. When you purchase a Product from Opal, you only acquire title to that item of the Product and no intellectual property rights therein. There are no implied licenses in these Terms and Opal reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites. Opal may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you hereby authorize that Opal to transfer that information to the applicable third-party service. Third-party services are not under Opal’s control, and, to the fullest extent permitted by law, Opal is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Opal’s control, and Opal is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Opal will have no control over the information that has been shared.

7.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8. Communications

8.1 Text Messaging. You agree that Opal and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM OPAL, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM OPAL, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

8.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

9. Prohibited Conduct

BY USING THE SERVICE, SOFTWARE, OR PRODUCTS YOU AGREE NOT TO:

9.1 use the Service, Software, or Products for any illegal purpose or in violation of any local, state, national, or international law;

9.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

9.3 access, search, or otherwise use any portion of the Service, Software, or Products through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Opal;

9.4 interfere with security-related features of the Service, Software, or Products including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service, Software, or any firmware embedded on any Products, except to the extent that the activity is expressly permitted by applicable law;

9.5 interfere with the operation of the Service, Software, or Products or any user’s enjoyment of the Service, Software, or Products, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service, Software, or Products; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, Software, or Products;

9.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;

9.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or

9.8 attempt to do any of the acts described in this Section 9 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 9 (Prohibited Conduct).

10. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 10 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

11. Term, Termination, and Modification of the Service

11.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 11.2 (Termination).

11.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Opal may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate these Terms at any time by contacting customer service at [email protected].

11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Opal any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 6 (Ownership; Proprietary Rights), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by Opal), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

11.4 Updates to the Service. We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Service, including Software (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to these automatic Updates. If you do not want such Updates, your remedy is to opt out by by contacting us at [email protected]. If you do not terminate a previously created account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Service or Software and you agree to promptly install any Updates we provide. Your continued use of the Service or Software is your agreement to these Terms with respect to the Service or Software.

11.5 Modification of the Service. Opal reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Opal will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

12. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Opal, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Opal Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13. Disclaimers; No Warranties by Opal

13.1 Product Warranty. Opal offers a one (1) year warranty on all Products. This warranty only covers manufacturing defects of the Products and will not cover your use of Products in violation of our user manuals, packaging, instructions, or other accompanying documentation. This warranty is subject to change. To submit a warranty claim, please contact our customer support team at [email protected] and provide a description of the difficulties that you have encountered.

13.2 EXCEPT FOR THE WARRANTIES PROVIDED IN THESE TERMS, THE PRODUCTS, THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OPAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. OPAL DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND OPAL DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

13.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR OPAL ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE OPAL ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PRODUCTS, SERVICE, AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PRODUCTS AND ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

13.4 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 (DISCLAIMERS; NO WARRANTIES BY OPAL) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Opal does not disclaim any warranty or other right that Opal is prohibited from disclaiming under applicable law.

14. Limitation of Liability

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE OPAL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OPAL ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2 EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE OPAL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO OPAL FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

14.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Dispute Resolution and Arbitration

15.1 Generally. Except as described in Section 15.2 (Exceptions) and 15.3 (Opt-Out), you and Opal agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OPAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

15.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Opal Camera Inc., Attention: Legal Department – Arbitration Opt-Out, Opal Camera Inc. c/o Stefan Sohlstrom, 143 2nd St, 4th Floor, San Francisco, CA 94105 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Opal receives your Opt-Out Notice, this Section 15 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

15.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Opal.

15.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Opal’s address for Notice is: Opal Camera Inc., Opal Camera Inc. c/o Stefan Sohlstrom, 143 2nd St, 4th Floor, San Francisco, CA 94105. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Opal may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Opal will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

15.6 Arbitration Proceedings. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Opal must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

15.7 Arbitration Relief. Except as provided in Section 15.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Opal before an arbitrator was selected, Opal will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

15.8 No Class Actions. YOU AND OPAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Opal agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

15.9 Modifications to this Arbitration Provision. If Opal makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Opal’s address for Notice of Arbitration, in which case your account with Opal will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

15.10 Enforceability. If Section 15.8 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Opal receives an Opt-Out Notice from you, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 (Governing Law) will govern any action arising out of or related to these Terms.

16. Miscellaneous

16.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Opal regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

16.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Opal submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Orange County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

16.3 Privacy Policy. Please read the Opal Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Opal Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

16.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

16.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.6 Contact Information. The Service is offered by Opal Camera Inc., located at Opal Camera Inc. c/o Stefan Sohlstrom, 143 2nd St, 4th Floor, San Francisco, CA 94105. You may contact us by sending correspondence to that address or by emailing us at [email protected].

16.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

16.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

16.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.