OpenSay Terms of Service

#Key Terms Summary

#1. Platform Services, Agreement & Online Acceptance

1. Binding Online Acceptance: OpenSay provides standard software-as-a-service subscriptions on a self-serve, low-touch basis. You represent and warrant that you possess full legal authority to bind Customer to this Agreement. By completing an online subscription purchase, activating a trial, installing the OpenSay application into a workspace (Slack, Microsoft Teams, or Google Chat), or using the Services, Customer legally accepts and enters into these Terms, the Data Processing Addendum (DPA), the Subprocessors Registry, and the AI Usage & Data Security Policy.
2. Service Provision: OpenSay grants Customer a non-exclusive, worldwide, revocable right to install and utilize the OpenSay applications within Customer's authorized chat platform workspaces during the active subscription term.
3. Authorized Users: Customer is responsible for all activity conducted by its employees, contractors, and team members who interact with the OpenSay bot applications inside Customer's workspaces.
4. Modifications to the Services: We continually improve the OpenSay platform. We may update features, user interfaces, and slash commands over time, provided that such modifications do not materially degrade the core functionality or security standards of the Services.
5. Enterprise Accounts: Separate offline, countersigned Master Services Agreements and customized Order Forms are available exclusively for custom enterprise-tier accounts upon request.

#2. Workspace Administration & Chat Platform Permissions

1. OAuth Connection: OpenSay operates inside Customer's collaboration environment via authenticated OAuth 2.0 integrations. Customer administrators control which channels, usergroups, and permissions are granted to OpenSay.
2. Permission Scopes: A full list of requested Slack API permission scopes and their exact technical justifications is maintained on our Permission Scopes page. OpenSay never requests permissions to read un-joined channel messages, direct messages, or private files.
3. Administrative Access: Designated workspace administrators may configure settings, custom tags, safety moderation thresholds, and whistleblower channels via the OpenSay Web Dashboard at https://app.opensay.co.

#3. Acceptable Use & Content Moderation

1. Constructive Workplace Dialogue: OpenSay is designed to foster psychological safety, unfiltered contrarian insights, whistleblower reporting, and peer recognition. Customer agrees not to use the Services to transmit illegal content, malware, phishing campaigns, or unlawful harassment.
2. Automated Content Moderation: OpenSay provides automated, real-time pre-flight safety screening powered by enterprise AI models (Cloudflare Workers AI / Meta Llama by default for ultra-low latency, and Google Gemini 2.5 Flash Lite selectable via workspace settings). As detailed in our AI Usage & Data Security Policy, prompts are processed ephemerally in-flight and are never used to train AI models.
3. Workspace-Level Governance: Workspace administrators maintain complete authority to configure safety presets, define custom prohibited terms, adjust karma thresholds, and moderate flagged messages.

#4. Privacy, Security & DPA Incorporation

1. Incorporation of DPA: To the extent OpenSay processes Personal Data on behalf of Customer, the OpenSay Data Processing Addendum (DPA) is automatically incorporated into and forms an integral, legally binding part of this Agreement upon subscription or installation. In the event of any conflict between these Terms and the DPA regarding data processing, the DPA shall strictly prevail.
2. Security Controls: OpenSay maintains enterprise-grade Technical and Organizational Measures (TOMs), including TLS 1.3 transit encryption, AES-256 rest encryption, and one-way cryptographic hashing with random nonces and rotating peppers (providing rainbow table attack immunity) for anonymous voting and thread pseudonyms, as documented in our Security Portal.
3. Subprocessors: Customer grants OpenSay general authorization to engage the infrastructure and service providers listed in our live Subprocessors Registry, subject to thirty (30) calendar days advance written notice of intended additions or replacements.

#5. Subscription Plans, Billing & Payments

1. Free Tier: OpenSay provides a free tier for qualifying small workspaces with core anonymity, polling, and whisper functionality.
2. Paid Tiers: Paid subscriptions (Pro, Business, Enterprise) provide higher volume limits, custom tags, verified usergroup displays, advanced moderation rules, and enterprise support.
3. Merchant of Record: Payment processing, invoicing, subscription management, and tax/VAT compliance are handled by our authorized Merchant of Record, Paddle Payments Limited / Paddle.com Market Limited. Customer agreements for payment processing are governed by Paddle's terms.
4. Cancellation: Customer may cancel a paid subscription at any time via the OpenSay Dashboard or by contacting support. Cancellations take effect at the conclusion of the current prepaid billing period.

#6. Intellectual Property & Customer Ownership

1. Customer Ownership: As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to all text, messages, suggestions, questions, and replies submitted through the Services ("Customer Content"). OpenSay claims no ownership rights in Customer Content.
2. OpenSay Intellectual Property: OpenSay retains all right, title, and interest in and to the Services, including all underlying software, bot interfaces, algorithms, documentation, trademarks, and logos.
3. Feedback: If Customer provides suggestions or feedback regarding the Services, OpenSay may freely incorporate such feedback without obligation or compensation.

#7. Warranties, Disclaimers & Limitation of Liability

1. Service Warranty: OpenSay warrants that it will provide the Services in a professional manner in accordance with industry standards and the service descriptions published in our documentation.
2. Disclaimer: Except as expressly provided herein, the Services are provided on an "as is" and "as available" basis. OpenSay disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
3. Limitation of Liability: To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business interruption). Except for indemnification obligations or breaches of confidentiality/data protection under the DPA, each party's total aggregate liability arising out of or relating to this Agreement shall be limited to the total fees paid by Customer to OpenSay during the twelve (12) months preceding the incident.

#8. Term, Termination & Data Purging

1. Term: This Agreement commences upon Customer's installation of the OpenSay application or purchase of a subscription and continues until terminated.
2. Termination for Convenience: Customer may terminate this Agreement at any time by uninstalling the OpenSay application from all Chat Platform workspaces and canceling active subscriptions.
3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days of receiving written notice.
4. Data Deletion: Within fourteen (14) calendar days following termination or uninstallation, OpenSay shall permanently and irreversibly delete all Customer Personal Data and workspace configurations from its production systems.

#9. Governing Law & Dispute Resolution

1. Governing Law: These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Ireland (for customers established in the European Union or internationally) or the jurisdiction specified in Customer's enterprise Order Form, without regard to conflict of laws principles.
2. Jurisdiction: The competent courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

#10. Legal Notices & Contact

For legal inquiries, notices, or compliance questions, please contact our legal team:

• Corporate Entity: Heterodox Ltd. (d/b/a OpenSay)
• Email: [email protected] or [email protected]
• Security Portal: /security/
• Data Processing Addendum: /dpa/
• Subprocessors Registry: /subprocessors/
• AI Usage Policy: /ai-usage-policy/