Terms of Service
1. SAAS SERVICES AND SUPPORT
1.1 Provision of Access. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to the SaaS-based platform and related services ("Services").
1.2 User Accounts. Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel passwords it deems insecure or inappropriate.
1.3 Support. Company will provide Customer with technical support services in accordance with the terms set forth in Exhibit B.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Usage Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.2 Compliance. Customer warrants that its use of the Services will comply with all applicable laws and the Company’s official policies, including the OpsAnalitica Privacy Policy (OpsAnalitica.com/privacy) and the OpsAnalitica Acceptable Use Policy (OpsAnalitica.com/terms). Customer shall indemnify and hold Company harmless against any damages or legal fees arising from a breach of this compliance warranty.
2.3 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, and web servers ("Equipment").
3. CONFIDENTIALITY AND PROPRIETARY RIGHTS
3.1 Proprietary Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information"). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information for five (5) years following disclosure.
3.2 Ownership of Data. Customer shall own all right, title and interest in and to the data provided by Customer to Company to enable the provision of the Services ("Customer Data").
3.3 Ownership of Platform. Company shall own and retain all right, title and interest in and to (a) the Services and Software, (b) all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (d) all intellectual property rights related to any of the foregoing.
3.4 Aggregated Data. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form.
4. DATA PRIVACY (GDPR/CCPA/CPRA)
4.1 Data Processing. Company shall process Personal Information only for the purposes of providing the Services and in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA/CPRA).
4.2 Security Measures. Company shall implement and maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
4.3 Requests. Company shall reasonably assist Customer in fulfilling Customer's obligations to respond to requests from individuals exercising their rights under applicable data privacy laws.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein ("Fees"). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.
5.2 Adjustments. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
5.3 Late Payment. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5.4 Taxes. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
EXHIBIT B: SUPPORT AND SERVICE LEVEL AGREEMENT (SLA)
6. TERM AND TERMINATION
6.1 Renewal. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2 Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
6.3 Effect of Termination. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.
7. WARRANTY AND LIMITATION OF LIABILITY
7.1 Service Standards. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
7.2 Disclaimer. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
7.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. MISCELLANEOUS
8.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
8.3 Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs and attorneys’ fees.
8.4 Publicity. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date.
1. SUPPORT TERMS
1.1 Standard Support Hours. Company will provide Technical Support via telephone and email on weekdays from 9:00 am through 5:00 pm Mountain Time, excluding Federal Holidays.
1.2 24/7 Support Chat. Technical support is available twenty-four (24) hours a day, seven (7) days a week via the in-app support chat feature.
1.3 Resolution Commitment. Company will use commercially reasonable efforts to resolve all escalated tickets within one (1) business day.
2. SERVICE LEVEL AGREEMENT (SLA)
2.1 Uptime Commitment. Company aims to provide 99.9% Availability of the Services, calculated monthly, excluding Scheduled Maintenance.
2.2 Scheduled Maintenance. Company will provide at least 48 hours' notice for scheduled maintenance, typically conducted during low-usage hours (e.g., weekends or late-night MT).
2.3 Service Credits. If Uptime falls below 99.0% in a given month, Customer may be eligible for a Service Credit equal to 10% of that month’s fee, provided the request is made in writing within 30 days of the end of the month in which the downtime occurred.
ADDENDUM: ACCEPTABLE USE POLICY (AUP)
This policy is incorporated by reference into the SaaS Services Agreement.
1. Prohibited Conduct. Users may not: (a) use the Services for any illegal purpose; (b) upload malicious code, viruses, or worms; (c) attempt to bypass security or gain unauthorized access to other accounts; (d) use automated "bots" or "scraping" tools on the platform; (e) store or transmit defamatory or infringing material.
2. Fair Use. Company reserves the right to throttle or limit access if a user’s activity significantly exceeds average usage patterns in a manner that threatens platform stability for other users.
3. Enforcement. Violation of this AUP may result in immediate suspension of access and/or termination of the Agreement for cause.
OpsAI Services Addendum
This OpsAI Services Addendum (the "AI Addendum") is entered into by and between OpsAnalitica, LLC, a Colorado limited liability company (the "Company"), and the Customer identified on the applicable Order Form. This AI Addendum is effective as of the date of the signed Order Form and is hereby incorporated into and made a part of the OpsAnalitica SaaS Services Agreement (the "Agreement").
1. SCOPE OF SERVICES
The "OpsAI Suite" comprises all artificial intelligence-powered features integrated within the SaaS Services. Access to and utilization of these features, which include but are not limited to intelligent data analysis, automated summaries, and predictive reporting, necessitates the consumption of “AI Credits.”
2. THE CREDIT MODEL
2.1. Subscription-Based Credits. Access to the OpsAI Suite is conditional upon maintaining an active monthly AI Subscription. Each subscription tier shall include a pre-defined monthly allowance of AI Credits as expressly detailed in the Order Form.
2.2. Expiration and Forfeiture. AI Credits are allocated on a monthly basis and are subject to a "Use It or Lose It" policy. Any unused Credits shall expire immediately at the conclusion of the billing cycle and shall not roll over to the subsequent month. Credits are strictly non-refundable and are ineligible for any form of redemption, including "buy-back" or cash value.
2.3. Active Subscription Requirement. AI Credits may only be utilized while the Customer maintains a continuously active and paid OpsAI Suite subscription. Any forfeiture of the AI Subscription shall result in the immediate and total forfeiture of all remaining Credits.
3. CREDIT EXHAUSTION AND REPLENISHMENT
3.1. Service Interruption. Upon the Customer’s AI Credit balance reaching zero (0), the OpsAI Suite features shall cease to function immediately. The Core SaaS Services shall remain operational and unaffected.
3.2. Automatic Replenishment. Should Customer elect the "Auto-Top-Up" option on the Order Form, the Company shall automatically charge the Customer’s payment method for a pre-authorized "Top-Up" credit bundle whenever the balance falls below a pre-defined threshold.
3.3. Manual Purchase. If the Automatic Replenishment option is not enabled, Customer must purchase one-time credit bundles or upgrade their subscription tier to reactivate the AI Services. Such one-time credits are subject to the same expiration rules set forth in Section 2.2.
4. PRICING AND CREDIT COST ADJUSTMENTS
4.1. Adjustment Rights. The Company reserves the right, in its sole discretion, to adjust the number of Credits required for specific AI operations (the “Credit Costs”) based upon fluctuations in infrastructure costs from third-party AI providers.
4.2. Notice of Change. The Company shall provide Customer with no less than thirty (30) days’ prior written notice (via email or in-app notification) before implementing any increase in Credit Costs.
5: AI PRIVACY AND DATA SECURITY
5.1. Data Usage and Model Integrity. The Company utilizes enterprise-grade AI processing protocols. The Company warrants that:
No Model Training: Customer Data shall not be utilized to train, improve, or fine-tune the global machine learning models of the Company or its third-party AI providers.
- Purpose-Limited Retention: Input data and output results are processed via secure API integrations. These third-party providers do not "permanently" store Customer Data; data is retained only for the transient period necessary to process the request and for a limited duration (typically 30 days or less) solely for the purpose of safety monitoring and legal compliance, as required by the provider’s enterprise security standards.
5.2. Verification of Output. Customer acknowledges that AI-generated outputs are produced through probabilistic processing and may, on occasion, contain inaccuracies or "hallucinations." Customer bears the sole responsibility for reviewing and verifying the accuracy, completeness, and appropriateness of any AI output prior to relying upon it for business decisions, operational safety, or regulatory compliance.
6. INTEGRATION
Except as expressly modified by the terms and conditions of this AI Addendum, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between this AI Addendum and the Agreement concerning the OpsAI Suite, the terms of this AI Addendum shall prevail and govern.