By accessing or using Opsist's platform, website, mobile applications, or any other services provided by Opsist (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use our Services. Your continued use of the Services following the posting of any changes to these Terms constitutes your acceptance of those changes. These Terms apply to all visitors, users, and others who access or use the Services. If you are using the Services on behalf of an organization or entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms. In such case, "you" and "your" will refer to both you and the Organization.

Opsist provides enterprise-grade operational management and optimization solutions for businesses. Our Services may include, without limitation, software tools, data analytics platforms, artificial intelligence solutions, machine learning algorithms, consulting services, implementation support, maintenance services, and technical resources as described on our website, in service agreements, statements of work, order forms, and other documentation that may be provided to you from time to time. Opsist reserves the right to modify, update, or discontinue any aspect of the Services at any time without prior notice. The features and functionality of the Services may vary based on subscription tier, geographic location, and applicable laws and regulations. Certain Services may be subject to additional terms and conditions, which shall be presented to you at the time of access or use.

To access certain features of our Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your password and for all activities that occur under your account. You agree to notify Opsist immediately of any unauthorized use of your account or any other breach of security. Opsist will not be liable for any loss or damage arising from your failure to comply with this section. We reserve the right to refuse registration, cancel accounts, or remove or edit content in our sole discretion. If you are registering for an account on behalf of your Organization, you represent and warrant that you have obtained all necessary approvals, consents, and authorizations to create such account and to access and use the Services on behalf of that Organization in accordance with these Terms. Account credentials may not be shared and may only be used by the individual or entity to whom they were issued. Multi-user access is available through our enterprise licensing options.

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, store, process, transfer, and disclose information about you, including personal data and customer data. By using our Services, you consent to the collection, use, storage, processing, transfer, and disclosure of your information as described in our Privacy Policy. You acknowledge that you have reviewed our Privacy Policy and understand that we may transfer your personal data to countries other than your country of residence, subject to appropriate safeguards as required by applicable law. Opsist implements industry-standard administrative, technical, and physical security measures designed to protect your data from unauthorized access, disclosure, use, modification, or destruction. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security. For clients subject to specific regulatory regimes (e.g., GDPR, CCPA, HIPAA), additional data processing terms may apply as set forth in supplemental agreements.

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software code, design, architecture, algorithms, user interface, user experience, and software, are owned by Opsist, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms do not grant you any right, title, or interest in or to the Services or the content, features, or functionality thereof, except for the limited license expressly set forth herein. You may not copy, modify, reproduce, republish, distribute, display, transmit, create derivative works from, download, store, or otherwise exploit any portion of the Services without Opsist's prior express written permission. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you. The Opsist name, the Opsist logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Opsist or its affiliates or licensors. You must not use such marks without the prior written permission of Opsist. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

You agree not to use the Services in any way that: (a) violates any applicable international, federal, state, local, or provincial law or regulation, including, without limitation, any laws regarding the export of data or software; (b) infringes the rights of any third party, including without limitation, intellectual property rights, rights of privacy or publicity, or contractual rights; (c) attempts to probe, scan, test the vulnerability of, or circumvent any security measures of, any part of the Services or any other systems, networks, or resources connected to the Services; (d) interferes with, disrupts, or imposes an unreasonable or disproportionately large load on, the operation, infrastructure, or networks connected to the Services; (e) uses any device, software, or routine that interferes with the proper functioning of the Services; (f) contains software viruses, worms, Trojan horses, time bombs, or any other computer code, files, or programs designed to interrupt, destroy, limit, or monitor the functionality of any computer software, hardware, or telecommunications equipment; (g) attempts to gain unauthorized access to, monitor, or copy any part of the Services through any automated means, including without limitation, robots, spiders, or scrapers; (h) impersonates or attempts to impersonate Opsist, an Opsist employee, another user, or any other person or entity; (i) collects or harvests any personally identifiable information from the Services; or (j) engages in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Opsist or users of the Services or expose them to liability.

Certain Services may require a subscription or payment. All subscription fees and other charges are specified in the applicable order form, service agreement, or through the online pricing page. All payments are non-refundable unless otherwise explicitly specified in writing. Payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in these Terms or required by applicable law. We reserve the right to change our prices at any time, and such changes will be effective upon posting on our website or through direct communication to subscribers. If you have a subscription, we will notify you of price changes at least thirty (30) days in advance. By continuing to use the Services after a price change, you agree to the new price. Subscriptions will automatically renew for successive periods of the same duration as the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Payment for all subscriptions is due in advance of the applicable subscription period unless otherwise specified in the applicable order form. If payment is not received by the due date, Opsist reserves the right to suspend access to the Services until payment is received. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Opsist's net income. If you dispute any charges, you must notify Opsist in writing within sixty (60) days of the invoice date.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPSIST, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "OPSIST PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF OPSIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR OPSIST WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE OPSIST PARTIES FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF: (1) THE AMOUNT PAID BY YOU TO OPSIST FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (2) $1,000.00 USD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

You agree to defend, indemnify, and hold harmless Opsist, its affiliates, subsidiaries, and their respective officers, directors, employees, agents, partners, suppliers, contractors, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and legal costs), judgments, settlements, and other liabilities incurred by or asserted against any of them that arise out of or in connection with: (a) your access to or use of the Services; (b) your User Content (as defined in the applicable service agreement); (c) your violation of any of these Terms; (d) your violation of any rights of any third party, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; (e) your violation of any applicable laws, rules, or regulations; (f) any misrepresentation made by you; or (g) the actions of any person gaining access to the Services through your account or using your credentials, whether or not you authorized such access or use. Opsist reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Opsist. Opsist will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

We may terminate or suspend your access to all or any part of the Services, with or without notice, effective immediately, for any reason or no reason, including without limitation: (a) if you breach or violate any provision of these Terms; (b) upon request by law enforcement or other government agencies; (c) due to unexpected technical or security issues or problems; (d) if you engage in fraudulent or illegal activities; or (e) for any other reason in our sole discretion. Upon termination, your right to use the Services will immediately cease, and you must cease all use of the Services and delete all copies of any software provided as part of the Services. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Opsist or any third party. In the event of termination, Opsist will not be obligated to provide refunds of any prepaid fees, except as required by applicable law. Following termination, we may, but are not obligated to, delete any of your data, including User Content, stored on our servers. It is your responsibility to back up any data you wish to retain prior to termination.

We reserve the right, at our sole discretion, to modify, amend, or replace these Terms at any time. If we make material changes to these Terms, we will provide notice by: (a) posting the updated Terms on our website and updating the "Last Updated" date at the top of these Terms; (b) sending an email or providing other notification to registered users; and/or (c) other means consistent with applicable law. Unless otherwise stated, any changes to these Terms will take effect immediately upon posting. Your continued use of the Services after such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically for changes. If you do not agree to the amended Terms, you must stop using the Services. No amendment to these Terms will apply to any dispute of which the parties had actual notice on or before the date of amendment. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without notice to you. Opsist may provide versions of these Terms in languages other than English as a convenience. To the extent permitted by law, the English version will govern in the event of any conflict between the English version and a non-English version.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be resolved as follows: (a) Informal Dispute Resolution: The parties agree to attempt in good faith to negotiate a resolution of any dispute arising under or in connection with these Terms for at least thirty (30) days before resorting to formal dispute resolution. (b) Binding Arbitration: If the parties are unable to resolve the dispute through informal negotiations, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in the English language by a single arbitrator. The arbitrator shall apply the law of the State of Delaware. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Opsist may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending the outcome of arbitration. (c) Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND OPSIST AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If this class action waiver is found to be unenforceable in whole or in part, the remainder of this dispute resolution provision shall remain fully enforceable. (d) Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

If you have any questions about these Terms, please contact us at: legal@opsist.com. Any legal notices to Opsist shall be in writing and delivered by email Opsist, Attention: Legal Department to legal@opsist.com. Notices shall be effective upon receipt. Opsist may provide notices to you electronically, through a conspicuous posting on the Services, or to the email address you have provided to Opsist. Notices provided by Opsist will be effective (a) in the case of electronic notices or notices through the Services, when posted or otherwise made available; and (b) in the case of email notices, when sent to your designated email address. It is your responsibility to keep your email address current.