Terms of Service

1. Introduction; Acceptance; Binding Effect

OptOps AI and its affiliates (collectively or individually, as applicable, “OptOps AI,” “we,” “our,” or “us”) provide products and services through one or more websites, applications, dashboards, mobile versions thereof, and any successor platforms (collectively, the “Services”). These Terms of Service (“Terms of Service” or “Terms”) govern Customer’s access to and use of the Services.

By accessing or using the Services, or by clicking “I Agree” or similar assent during onboarding, registration, or ordering, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and the applicable Order Form. These Terms of Service, together with each Order Form, constitute a legally binding agreement (“Agreement”) between the applicable OptOps AI contracting entity and the customer identified in the Order Form (“Customer”).

If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind such entity to this Agreement, and you guarantee compliance by such entity with these Terms. The Services may be used solely for Customer’s internal business purposes and not for the benefit of any third party except as expressly permitted herein.

2. Modifications to the Terms

OptOps AI reserves the right, at any time, to change, update, add to, or remove portions of these Terms of Service. Any such changes will be effective upon posting updated Terms within the Services with a revised effective date. Customer is responsible for reviewing the Terms periodically. Continued use of the Services following presentation of updated Terms for acceptance constitutes acceptance. Failure to accept updated Terms may result in suspension or termination of this Agreement and the Services without liability to OptOps AI.

3. Definitions

As used in this Agreement:

• Access Credentials means usernames, passwords, authentication keys, tokens, and security procedures through which Users access the Services.
• Admin User means Customer employees or contractors authorized to manage accounts and issue Access Credentials.
• OptOps AI Contracting Party means (a) the OptOps AI legal entity identified in the applicable Order Form, or (b) if no entity is identified, the OptOps AI entity designated by OptOps AI.
• OptOps AI Technology means all software, source and object code, scripts, artificial intelligence systems, neural networks, APIs, workflows, methodologies, processes, templates, tools, algorithms, formulas, diagrams, interfaces, know-how, trade secrets, designs, inventions, Documentation, and all enhancements, updates, derivative works, and Intellectual Property Rights therein.
• Customer Inputs means all data, content, information, text, images, videos, audio, or other materials uploaded, submitted, or provided by Customer or its Users through the Services.
• Documentation means written or electronic materials describing the features, functionality, and use of the Services.
• Intellectual Property Rights means all worldwide rights in copyrights, trademarks, service marks, trade dress, trade secrets, patents, designs, moral rights, and other proprietary rights, whether registered or unregistered.
• Order Form means any written or electronic ordering document, subscription selection, or purchase confirmation accepted by Customer and OptOps AI, including upgrades and renewals.
• Updates means upgrades, enhancements, bug fixes, maintenance releases, additions, and modifications made generally available during the Term.
• User means any individual authorized by Customer to access the Services using Access Credentials.

4. Services

4.1 Provision of Services

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, OptOps AI shall make the Services available to Customer during the applicable Term.

4.2 Customer Systems and Connectivity

Customer acknowledges that access to the Services depends on telecommunications, internet connectivity, hardware, and software not provided by OptOps AI. Customer is solely responsible for procuring, maintaining, and securing such systems and for all costs and risks associated therewith. OptOps AI shall not be responsible for any loss, corruption, or interruption of data or communications arising from Customer systems or connectivity.

4.3 Modifications and Updates

OptOps AI may enhance, improve, modify, or discontinue portions of the Services from time to time. Updates are provided as part of the Services unless otherwise stated, and certain new features or functionality may be subject to additional fees.

5. Access Grant; Licenses; Ownership

5.1 Access Grant

Subject to this Agreement, OptOps AI grants Customer a limited, non-exclusive, non- transferable, non-sublicensable, revocable, worldwide right to permit its Users to access and use the Services solely for Customer’s internal business purposes during the Term. Customer is responsible for all acts and omissions of its Users.

5.2 Customer Inputs

Customer retains all right, title, and interest in and to Customer Inputs. Customer grants OptOps AI a non-exclusive, royalty-free license to access, use, process, and copy Customer Inputs solely as necessary to provide the Services. Customer is solely responsible for maintaining backups of Customer Inputs. OptOps AI shall not be liable for loss, corruption, or unauthorized disclosure of Customer Inputs except as expressly required by applicable Indian law.

5.3 Users and Accounts

Customer, through its Admin Users, may authorize Users to access the Services. Customer is responsible for safeguarding Access Credentials and for all activity occurring under Customer accounts. Customer shall promptly notify OptOps AI of any unauthorized access or security breach.

5.4 Service Level Agreement

If applicable, service levels are set forth in the Service Level Agreement and are incorporated herein by reference. Customer’s sole and exclusive remedies for any failure to meet service levels are those expressly stated in the Service Level Agreement.

5.5 Ownership

The Services, OptOps AI Technology, analytics, Documentation, and all related Intellectual Property Rights are and shall remain the exclusive property of OptOps AI and its licensors. The Services are licensed, not sold. All rights not expressly granted are reserved by OptOps AI.

5.6 Marketing

OptOps AI may identify Customer as a customer and may use Customer’s name and logo in marketing materials. Customer may publicly reference its use of the Services.

6. Data Collection; Analytics; Feedback

OptOps AI may collect anonymized and aggregated usage data and analytics relating to the operation and use of the Services (“OptOps AI Analytics”). Such analytics do not include Customer Inputs or personally identifiable information. OptOps AI may use such analytics for business purposes, including improving the Services and enforcing rights.

Customer hereby assigns to OptOps AI all rights in any feedback, suggestions, or recommendations provided regarding the Services.

7. Customer Responsibilities

a. Access Credentials.

Customer shall be responsible for all acts and omissions of its Users and for all activities carried out through Customer’s accounts. Customer agrees to: (i) maintain the confidentiality and security of all access credentials (“Access Credentials”) and ensure that no User discloses or shares such Access Credentials with any third party; and (ii) ensure that Access Credentials are used only by authorized Users.

Customer shall promptly notify OptOps AI of any unauthorized use of Access Credentials or any known or suspected breach of security, including as may be required under applicable data protection laws. OptOps AI reserves the right to take such actions as it reasonably deems necessary to protect the security and integrity of the Services and Customer’s accounts, including suspending or terminating access for Customer or any User, resetting passwords, or requesting additional information to verify account activity.

b. Use Guidelines.

Customer shall use the Services in compliance with all applicable laws of India, including without limitation the Information Technology Act, 2000, and the rules, regulations, guidelines, and notifications issued thereunder, as amended from time to time, and solely for Customer’s internal business purposes as contemplated under this Agreement. Customer shall not, directly or indirectly:

1. license, sublicense, sell, resell, rent, lease, assign, transfer, distribute, time-share, or otherwise commercially exploit the Services or make them available to any third party, except as expressly permitted under this Agreement;
2. interfere with, disrupt, or compromise the integrity, security, or performance of the Services or any servers or networks connected thereto, or violate any applicable network policies or regulations;
3. attempt to gain unauthorized access to the Services, the OptOps AI technology (“OptOps AI Technology”), or any related systems or networks;
4. remove, alter, or obscure any proprietary notices, trademarks, or intellectual property notices associated with the Services;
5. use the Services in violation of any applicable law, rule, regulation, or guideline in force in India, or any contractual obligation binding on Customer;
6. probe, scan, test, stress test, or conduct penetration testing of any system or network associated with the Services without OptOps AI’s prior written consent, or otherwise attempt to breach security or authentication measures;
7. copy, modify, adapt, translate, distribute, disassemble, decompile, reverse engineer, decode, or otherwise attempt to derive any source code, object code, or software from the Services or OptOps AI Technology, or take any action inconsistent with Customer’s acknowledgment that all right, title, and interest in the OptOps AI Technology and all related intellectual property rights vest exclusively with OptOps AI;
8. access or use the Services or OptOps AI Technology for competitive analysis, benchmarking, development of a competing product or service, or for any purpose that results in a commercial disadvantage to OptOps AI; or
9. use the Services to:
   1. transmit spam or unsolicited commercial communications in violation of applicable law;
   2. store, transmit, or process content that is infringing, obscene, defamatory, threatening, unlawful, harmful, abusive, malicious, or otherwise prohibited under applicable law, including content that violates the privacy or intellectual property rights of any third party or is harmful to minors; or
   3. upload, transmit, store, or distribute viruses, malware, worms, Trojan horses, or any other malicious code or software that may damage, disrupt, or compromise the Services, OptOps AI systems, or third-party systems.

8. Fees; Payment; Taxes

a. Fees.

If Customer elects to use or upgrade to a paid version of the Services, Customer shall pay the applicable fees to the relevant OptOps AI contracting entity as set forth in the applicable Order Form, in accordance with the payment schedule specified therein. Unless otherwise stated in an Order Form, all invoiced amounts are payable within thirty (30) days from the invoice date. Except as expressly provided herein or in an applicable Order Form, all fees are non-refundable, payable in XXXXXX, and exclusive of all applicable sales, use, value-added, withholding, or similar taxes. Any amounts not paid when due shall accrue interest at the rate of eighteen percent (18.0%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid.

Customer further acknowledges that the Services include functionality designed to integrate with multiple cloud-computing and cloud-storage providers used by Customer. As a result, OptOps AI may incur third-party charges on Customer’s behalf. Customer agrees that any such third-party fees or charges incurred by OptOps AI on Customer’s behalf shall be the sole responsibility of Customer, and OptOps AI shall have no obligation to pay or assume responsibility for such amounts.

b. Taxes.

All payments made by Customer to OptOps AI shall be made free and clear of, and without any deduction or withholding for, any taxes. Any taxes imposed on payments to OptOps AI, other than taxes based on OptOps AI’s net income, shall be Customer’s sole responsibility. Upon reasonable request, Customer shall provide OptOps AI with official receipts or other documentation issued by the applicable taxing authority evidencing payment of such taxes.

c. Free Services.

If Customer accesses or uses the Services on a free-of-charge basis, including under a free version, promotional offer, proof-of-concept, trial period, or similar arrangement (“Free Services”), such Free Services are provided “as is” and “as available,” without any representations or warranties of any kind, whether express, implied, statutory, or otherwise. OptOps AI expressly disclaims all warranties, including, without limitation, any implied warranties of merchantability, non-infringement, or fitness for a particular purpose.

9. Confidentiality and Data Protection

a. Confidential Information.

During the Term, each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain non-public, confidential, or proprietary information relating to the Disclosing Party’s business, operations, technology, finances, customers, employees, plans, strategies, or data, whether disclosed orally, visually, electronically, or in writing, that is: (i) marked or designated as confidential; (ii) identified as confidential at the time of disclosure; or (iii) which, by its nature or the circumstances of disclosure, ought reasonably to be understood as confidential (collectively, “Confidential Information”). For the avoidance of doubt, the Services and the OptOps AI technology constitute Confidential Information of OptOps AI, and all data, inputs, and information provided by or on behalf of Customer, including any Personal Data (as defined below), constitute Confidential Information of Customer.

b. Personal Data and DPDP Act Compliance.

To the extent Confidential Information includes personal data or digital personal data as defined under the Digital Personal Data Protection Act, 2023 (“DPDP Act”), the parties agree as follows:

1. Each party shall comply with its respective obligations under the DPDP Act and any rules, notifications, or guidance issued thereunder, as amended from time to time.
2. Customer represents that it has obtained all necessary consents, notices, and lawful bases required under the DPDP Act for the collection, processing, and sharing of such personal data with OptOps AI for purposes of this Agreement.
3. OptOps AI shall process personal data solely in accordance with Customer’s lawful instructions, this Agreement, and shall implement reasonable technical and organizational measures to protect personal data against unauthorized access, loss, or disclosure.
4. Each party shall promptly notify the other upon becoming aware of any personal data breach, as defined under the DPDP Act, affecting Confidential Information, and shall reasonably cooperate to comply with any statutory reporting or remediation obligations.

c. Protection and Use of Confidential Information.

The Receiving Party shall:

1. use the Confidential Information solely for purposes expressly permitted under this Agreement;
2. disclose Confidential Information only to its employees, contractors, or professional advisors who have a legitimate need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; and
3. protect the Confidential Information using the same degree of care it applies to its own confidential information of a similar nature, and in any event, no less than reasonable care.

The Receiving Party shall promptly notify the Disclosing Party of any unauthorized access, use, disclosure, or loss of Confidential Information, including any incident requiring notification under applicable law, including the DPDP Act.

The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies available under applicable Indian law, including the Specific Relief Act, 1963, in addition to any other remedies available at law.

The confidentiality obligations under this Section shall survive termination or expiration of this Agreement:

(A) for trade secrets, for so long as such information continues to qualify as a trade secret under applicable law; and

(B) for all other Confidential Information, during the Term and for five (5) years thereafter.

d. Exceptions.

The obligations under this Section shall not apply to Confidential Information that the Receiving Party can demonstrate by written records:

1. was lawfully known to the Receiving Party without restriction prior to disclosure;
2. was rightfully received from a third party without breach of any confidentiality obligation;
3. becomes publicly available through no fault of the Receiving Party; or
4. was independently developed without use of or reference to the Confidential Information.

Disclosure of Confidential Information may be made where required by applicable law, regulation, or order of a court, tribunal, or governmental authority, provided that, to the extent legally permissible, the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in good faith to limit the scope of such disclosure.

e. Return or Destruction.

Upon written request of the Disclosing Party or upon termination or expiration of this Agreement, the Receiving Party shall promptly destroy or permanently erase all Confidential Information, including personal data, in its possession or control, except for copies retained in routine backup or disaster recovery systems, which shall remain subject to this Agreement. Upon request, the Receiving Party shall certify compliance in writing.

f. Confidentiality of Agreement.

Neither party shall disclose the terms of this Agreement, any Order Form, or any amendment thereto, except to its legal counsel, auditors, or professional advisors under a duty of confidentiality, or:

1. as required by applicable law;
2. pursuant to a mutually agreed public announcement;
3. in connection with a bona fide corporate transaction or financing, subject to appropriate confidentiality protections; or
4. as otherwise expressly permitted under this Agreement.

10. Warranties; Disclaimers

OptOps AI warrants that the Services will materially conform to the Documentation. Except as expressly stated, the Services are provided “as is” and OptOps AI disclaims all other warranties to the maximum extent permitted under applicable Indian law.

11. Indemnification

Customer shall defend, indemnify, and hold harmless OptOps AI from claims arising out of Customer’s breach of this Agreement or misuse of the Services. OptOps AI shall indemnify Customer against third-party intellectual property infringement claims relating to the Services, subject to the remedies provided herein.

12. Limitation of Liability

To the maximum extent permitted under Indian law, neither party shall be liable for indirect, incidental, special, or consequential damages. OptOps AI’s aggregate liability shall not exceed the fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

13. Term and Termination

a. Term.

The initial term of each Order Form shall commence on the effective date specified therein and shall continue for: (i) one (1) year, or (ii) such other period as expressly set forth in the applicable Order Form (the “Initial Term”). Each Order Form shall automatically renew for successive one (1) year periods (or such other renewal term specified in the Order Form) unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

Unless otherwise agreed in writing, this Agreement shall automatically expire upon the expiration or termination of all active Order Forms. The Initial Term together with any renewal terms shall collectively be referred to as the “Term.”

b. Termination for Cause.

In the event of a material breach of this Agreement by a party (the “Breaching Party”), the non-breaching party (the “Non-Breaching Party”) may terminate this Agreement and any affected Order Form by providing written notice specifying the nature of the breach. If such breach is capable of cure and is not cured within thirty (30) days from receipt of such notice, the termination shall become effective upon expiration of the cure period. If the breach is not capable of cure, termination shall be effective immediately upon receipt of notice.

Notwithstanding anything to the contrary, where Customer is using any Free Services, OptOps AI may terminate such Free Services and/or this Agreement at any time, with or without cause, and with or without prior notice.

c. Termination Upon Insolvency.

Either party may terminate this Agreement immediately upon written notice if the other party:

1. becomes insolvent or is unable to pay its debts as they fall due;
2. becomes subject to any insolvency, liquidation, resolution, or similar proceeding under the Insolvency and Bankruptcy Code, 2016, or any applicable law, and such proceeding is not stayed or dismissed within ninety (90) days;
3. ceases or substantially discontinues its business operations; or
4. has a receiver, administrator, or similar authority appointed over its assets or business.

d. Suspension of Services.

OptOps AI may suspend or restrict Customer’s or any User’s access to the Services, in whole or in part, upon written or electronic notice, if:

1. OptOps AI reasonably determines that suspension is necessary to prevent a threat to the security, integrity, or availability of the Services, provided that access shall be restored promptly upon resolution of such threat;
2. Customer breaches any representation, warranty, or obligation under this Agreement; or
3. any undisputed payment due under an Order Form remains unpaid for thirty (30) days after its due date.

e. Outstanding Fees and Refunds.

Termination or expiration of this Agreement shall not relieve Customer of its obligation to pay any fees accrued or payable prior to the effective date of termination.

If Customer terminates this Agreement pursuant to Section 11(b) or 11(c), OptOps AI shall refund any prepaid fees on a pro-rata basis for the unused portion of the then-current subscription term under the terminated Order Form(s).

If OptOps AI terminates this Agreement pursuant to Sections 11(b), 11(c), or 11(d), all outstanding amounts payable by Customer under this Agreement and any Order Form shall become immediately due and payable.

f. Effect of Expiration or Termination.

i. Upon expiration or termination of this Agreement or any Order Form:

all rights granted to Customer and its Users to access and use the Services shall immediately cease;

ii. Customer and its Users shall promptly discontinue all use of the Services; and

iii. each party shall comply with its obligations regarding return or destruction of Confidential Information in accordance with this Agreement.

For clarity, Customer’s right to use the Services is governed by both this Agreement and the applicable Order Form. Upon expiration or termination of an Order Form, Customer’s right to use the Services under such Order Form shall automatically terminate, irrespective of whether this Agreement remains in effect.

g. Survival.

All provisions of this Agreement which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to fees, confidentiality, data protection, intellectual property, limitation of liability, indemnification, governing law, dispute resolution, and survival, shall survive termination or expiration of this Agreement to the extent necessary to give them effect.

14. Reseller Orders

If Customer purchases the Services through an authorized reseller, reseller-specific provisions apply as set forth herein. Customer remains responsible for its use of the Services.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The courts at Gurugram, Haryana, shall have exclusive jurisdiction.

16. General

a. Dispute Resolution and Jurisdiction

These Terms shall be governed by, construed and enforced in accordance with the laws of India. You hereby consent and submit that the Courts of Gurugram, Haryana, India shall have the exclusive jurisdiction for any action arising out of these Terms. If any provision of these Terms are held to be invalid, unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this agreement and shall not affect the validity and enforceability of any remaining provisions. This would still be considered as a complete agreement between the parties relating to the matters contained herein.

In case of dispute between you and the , you undertake not to involve the Company and you agree to resolve the dispute amongst your self and the brand. Neither the Company nor its representative shall act as a mediator for any dispute between you and the brand.

b. Severability.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

c. Waiver; Remedies.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

d. Entire Agreement.

To the maximum extent permitted by applicable law, this Agreement, including all Order Forms and together with the Service Level Agreement, schedules, annexes, and documents referenced herein, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Except as provided in this Agreement, no modification, amendment, or waiver of any provision of this Agreement (including any Order Form) shall be effective unless in writing and signed by both parties (which may include electronic signatures and/or acceptance of such amendments or waivers via a “click-through” or other similar form of electronic acceptance as provided in herein). Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by OptOps AI with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any Order Form, the terms of such Order Form shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

e. No Assignment.

Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or change of control, including without limitation a sale of all or substantially all of its assets, stock or business to which this Agreement relates. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

f. Force Majeure.

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a civil disturbance, war, terrorist attack, embargo, government action or restriction, act of God, sabotage, fluctuation or non-availability of electrical power, labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. If an event of force majeure prevents OptOps AI from providing the Services for thirty (30) days, Customer may cancel this Agreement and receive a refund of pre-paid fees paid for that period of time for which services are not provided.

g. Independent Contractors.

OptOps AI’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

h. Notices.

All notices provided by OptOps AI to Customer under this Agreement may be delivered in writing (a) by electronic mail to the electronic mail address provided by Customer when signing up for the Services; or (b) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service. All notices provided by Customer to OptOps AI under this Agreement may be delivered in writing (i) by electronic mail XXXXX; or (ii) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the service address of:

i. Construction.

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole, and (v) references to “Sections” or “Subsections” in this Agreement refer to sections and subsections of this Agreement. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.