Customer Agreement

1. Definitions

• “Services” means the OpsIntel platform, its software, reports, alerts, AI answers, emails and documentation.
• “Customer Data” means business data that Customer or its source systems provide to the Services.
• “Users” means the people Customer invites to the Services.
• “Order Form” means the plan, stores and fees Customer selects in the Services or signs with OpsIntel.
• “OpsIntel Materials” means the Services and everything OpsIntel provides or creates, other than Customer Data. That includes software, code, interfaces, designs, layouts, workflows, metric definitions, scoring, prompts, models, report templates, alert logic and documentation.

2. Access and license

During the subscription term, OpsIntel grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Users to use the Services. The right covers Customer’s internal management of the stores in its Order Form. No other right is granted, by implication or otherwise.

3. Restrictions

Customer will not, and will not allow any User or third party to:

• copy, modify, translate or create derivative works of the Services or any OpsIntel Materials;
• reverse engineer, decompile, disassemble or try to discover source code, models, prompts, data structures or algorithms, except where law expressly allows it despite this restriction;
• use the Services or OpsIntel Materials to build, train, design or improve a product or service that competes with or substitutes for the Services, including by giving screenshots, recordings, exports, specifications or descriptions to anyone who does so;
• give access to the Services to a competitor of OpsIntel, or to a consultant or developer working for one, without OpsIntel’s written consent;
• publish benchmarks or comparisons of the Services without OpsIntel’s written consent;
• sell, resell, rent, lease, sublicense, time-share or offer the Services to anyone other than Customer’s own Users;
• scrape, crawl or bulk-extract the Services, or use bots, outside documented features and exports;
• probe, scan or test the security of the Services, or get around access controls, usage limits or the separation between customers;
• remove or hide proprietary, copyright or confidentiality notices;
• use the Services in violation of law, of Customer’s franchise agreement, or of any source system’s terms.

Customer is responsible for its Users’ compliance. A breach by a User is a breach by Customer.

4. Confidentiality

“Confidential Information” means non-public information one party discloses to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential. OpsIntel Materials, pricing, product plans, roadmap, security information and the terms of this agreement are OpsIntel’s Confidential Information. Customer Data is Customer’s Confidential Information. The receiving party will:

• use the other party’s Confidential Information only to perform or use the Services under this agreement;
• disclose it only to its employees, Users, contractors and advisors who need to know it and are bound by duties at least this protective;
• protect it with at least reasonable care, and no less care than it uses for its own similar information.

These duties do not cover information that is or becomes public through no fault of the receiving party, or that it already knew without restriction. They also do not cover information it developed independently without using the other party’s information, or received rightfully from a third party without restriction. A party may disclose information when law or a court requires it, with prompt notice to the other party where lawful.

These duties last during the term and for 5 years after it, and for trade secrets, for as long as they remain trade secrets. On termination or request, the receiving party returns or destroys the other party’s Confidential Information. Copies kept as law requires or in routine backups stay protected by this section.

5. Ownership

OpsIntel and its licensors own all right, title and interest, including all intellectual property rights, in the Services and OpsIntel Materials. That includes improvements and derivative works, whoever makes them. Customer owns Customer Data. Nothing in this agreement transfers ownership of either.

If Customer or its Users give suggestions or feedback, Customer assigns to OpsIntel all rights in that feedback, and OpsIntel may use it without restriction or payment.

6. Customer Data

7. Fees and payment

Customer pays the fees in its Order Form. Subscriptions renew automatically for the same period unless Customer cancels before the renewal date. Customer can cancel at any time in Manage billing, and OpsIntel confirms each cancellation by email.

Fees are billed in advance and due on receipt. Late amounts accrue interest at 1.5% per month, or the highest rate law allows if lower. OpsIntel may suspend the Services if an amount is unpaid 10 days after notice. Fees exclude taxes. Customer pays applicable taxes other than taxes on OpsIntel’s income.

8. Term, suspension and termination

This agreement continues while any subscription is active. Either party may terminate for the other’s material breach that is not cured within 30 days after written notice. OpsIntel may suspend access immediately, with notice, to prevent harm to the Services or other customers, to stop a breach of Section 3 or 4, or as law requires.

On termination, Customer’s access ends and unpaid fees become due. Customer may request an export of Customer Data for 30 days after termination. OpsIntel then deletes Customer Data as the Data Processing Addendum provides. Sections 3, 4, 5, 6 (aggregated data and Customer’s warranties), 7 (unpaid fees) and 9 to 14 survive termination.

9. Warranties and disclaimers

OpsIntel warrants that it will provide the Services in a professional manner consistent with industry standards. Customer’s exclusive remedy for breach of this warranty is re-performance or, if OpsIntel cannot correct it, termination and a refund of prepaid fees for the unused term.

Otherwise, the Services are provided “as is”. OpsIntel disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Reports, scores, forecasts, alerts and AI answers support decisions; they are not guarantees, and they depend on source data that OpsIntel does not control. They are not legal, financial, accounting, tax or employment advice. Customer remains responsible for the decisions it makes about its business and its people.

10. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility. Each party’s total liability under this agreement is limited to the fees Customer paid or owed in the 12 months before the event giving rise to the claim. These exclusions and the limit do not apply to:

• Customer’s breach of Section 3;
• either party’s breach of Section 4;
• infringement or misappropriation of the other party’s intellectual property;
• indemnity obligations under Section 11;
• Customer’s payment obligations;
• gross negligence, fraud or willful misconduct.

11. Indemnity

12. Equitable relief

A breach of Section 3, 4 or 5 may cause OpsIntel irreparable harm that money damages cannot adequately remedy. OpsIntel may seek an injunction, specific performance or other equitable relief in any court of competent jurisdiction, without posting a bond. This right is in addition to all other remedies.

13. Governing law and disputes

The laws of the State of California govern this agreement, without regard to conflict-of-law rules. The state and federal courts in Los Angeles County, California have exclusive jurisdiction, and each party consents to them. Either party may seek equitable relief in any court of competent jurisdiction. The prevailing party in an action to enforce this agreement recovers its reasonable attorneys’ fees and costs.

14. General