Terms of Service

1. Acceptance and Business-Only Use

1.1 Accepting These Terms

You accept these Terms by clicking to accept them, by signing an Order Form that references them, or by using the Services. If you do not agree, do not use the Services.

1.2 Business Use Only

The Services are for businesses. They are not offered to consumers for personal, family, or household purposes. You may use the Services only for your business purposes.

1.3 Age and Authority

The individual accepting these Terms confirms that he or she (a) is at least 18 years old, and (b) has authority to bind the Customer to these Terms. If that individual does not have that authority, he or she must not accept these Terms or use the Services.

2. Definitions

In the Agreement, the following terms have these meanings. Other terms are defined where they first appear.

• "Agreement" means these Terms plus every document incorporated in them: each Order Form, the Data Processing Addendum, the Acceptable Use Policy, the Communications Compliance Addendum, and, where signed, the Beta & Pilot Participation Agreement.
• "AI Output" means content, classifications, summaries, or proposed actions generated by AI models in the Platform.
• "Acceptable Use Policy" means Operon's Acceptable Use Policy (Document MC-11), published at https://operoncoreai.com/acceptable-use.
• "Authorized User" means an individual the Customer permits to use its account, such as an employee or contractor.
• "Beta & Pilot Participation Agreement" means Operon's Beta & Pilot Participation Agreement (Document MC-04), where signed by Customer.
• "Communications Compliance Addendum" means Operon's Communications Compliance Addendum (Document MC-12), published at .
• "Connected Account" means a third-party account (for example, Google Workspace or Gmail, Microsoft 365 or Outlook, or HubSpot) that an Authorized User links to the Platform by OAuth or by supplying an API key.
• "Connected Account Data" means data the Platform retrieves from, or sends to, a Connected Account.
• "Customer Data" means all data submitted to, or retrieved into, the Platform by or for Customer, including Connected Account Data, drafts, approvals, workflow configuration, and AI Output generated for Customer.
• "Data Processing Addendum" means Operon's Data Processing Addendum (Document MC-05), published at or as signed by the parties.
• "Documentation" means the user guides and help materials for the Platform that Operon makes available to Customer.
• "Order Form" means Operon's Order Form (Document MC-03), or any other signed ordering document or online checkout that references these Terms.
• "Platform" means Mission Control, Operon's governed AI operations software, including its connectors, workflows, approval queues, and audit records.
• "Privacy Policy" means Operon's Privacy Policy (Document MC-02), published at https://operoncoreai.com/privacy.
• "Services" means the Platform together with related support and Operon's websites.
• "Sub-processor" means a vendor Operon engages to process Customer Data on Operon's behalf, as listed in Operon's Sub-processor List (Document MC-13) at https://operoncoreai.com/subprocessors. Third-Party Providers of Connected Accounts are not Sub-processors; Customer chooses them.
• "Third-Party Provider" means the company that operates a Connected Account or a sign-in service.

3. The Services

3.1 What the Platform Does

Mission Control is a governed AI operations platform for businesses. AI reads business events from the systems you connect, classifies them, and drafts proposed actions. A person approves each proposed action, or an explicit rule that you configure permits it, before anything is executed. Every step (propose, approve, execute, record) is written to an audit log.

3.2 Not a Substitute for Judgment

The Platform is a tool. It does not replace your professional judgment, your human oversight, or your own operating policies.

3.3 Availability and Changes

Operon will use commercially reasonable efforts to keep the Platform available. Operon does not promise any specific uptime percentage unless a signed service level addendum says so. Operon may perform scheduled maintenance with reasonable advance notice, and emergency maintenance without notice when needed for security or stability. Operon may update, add, or remove features, but will not materially reduce the core functionality of a paid plan during a paid subscription term.

3.4 Connectors

The connectors available in the Platform change over time. Some connectors may be pre-release, and not every connector Operon offers or may offer will be available on your plan or at any given time.

3.5 Professional Services

Onboarding, configuration, custom connector development, and training services are included only if an Order Form or signed statement of work describes them.

4. Accounts, Authorized Users, and Account Security

4.1 Your Account

You must give accurate and complete information when you create your account and keep it up to date.

4.2 Authorized Users

You may allow Authorized Users to use your account. You are responsible for (a) making sure each Authorized User follows the Agreement, (b) everything done in your account by your Authorized Users, and (c) removing access for anyone who should no longer have it.

4.3 Account Security

Each Authorized User must keep his or her sign-in credentials private and must not share them. You must use reasonable care to prevent unauthorized access to your account and tell Operon promptly at security@operoncoreai.com if you suspect unauthorized access or a compromised credential. Operon may temporarily suspend a user or account that appears compromised to protect you, other customers, or the Services.

5. Signing In with a Third-Party Account

5.1 When This Section Applies

This Section applies only if Operon offers, and you choose to use, sign-in through a Third-Party Provider (for example, "Sign in with Google" or "Sign in with Microsoft").

5.2 Provider Terms Apply

Your use of a Third-Party Provider's sign-in service is also governed by that provider's own terms and privacy policy. Operon does not control the provider's sign-in service.

5.3 What We Receive

When you sign in this way, we request only basic sign-in permissions (your identity, email address, and basic profile). We receive your name, email address, and an account identifier from the provider, and, if the provider sends them, your profile photo and an organization or tenant identifier. We never receive your password for that provider. We use this information only to authenticate you and administer your account, as described in the Privacy Policy.

5.4 Keep a Backup Sign-In Method

A Third-Party Provider may suspend, restrict, or close your account with that provider, or its sign-in service may be unavailable. If that happens, you may be unable to sign in to the Services through that provider. You should keep a backup sign-in method, such as an email address and password for your Mission Control account, and keep your account email current so we can help you recover access. Operon is not responsible for loss of access caused by a Third-Party Provider.

6. Connected Accounts

6.1 Connect Only What You Are Authorized to Connect

You may connect only accounts that you control or that you are authorized to connect to the Platform. By connecting an account, you confirm that you have that authority and that connecting it, and letting the Platform act on it as you configure, does not breach any agreement or law that applies to you or to that account.

6.2 The Consent Screen Defines Access

When you connect an account by OAuth, the Third-Party Provider shows a consent screen listing the permissions Mission Control requests. Those permissions define the maximum access the Platform has to that account. The Privacy Policy describes, by provider, what data the Platform accesses and why. For API-key connections, you choose the credentials you supply and are responsible for limiting them to the access you intend (for example, by using a restricted key where the provider offers one). Operon recommends connecting with the least access needed.

6.3 We Act Only as Configured or Approved

The Platform reads from and acts on a Connected Account only to provide the features you use, and takes actions only as you have configured them and as a person approves or an explicit rule you enabled permits.

6.4 Disconnecting

You may disconnect a Connected Account in the Platform at any time. When you disconnect, we delete the stored credentials; you can also revoke Mission Control's access directly with the provider at any time. For complete removal of access, we recommend you do both. How we handle Connected Account Data already retrieved into the Platform is described in the Privacy Policy.

6.5 Third-Party Provider Terms

You agree to comply with the terms, policies, and usage rules of each Third-Party Provider whose account you connect. Where a Third-Party Provider requires end users to accept its terms before using an integration (for example, the YouTube Terms of Service, if a YouTube connector is offered), your acceptance of those terms is a condition of using that connector.

6.6 Operon May Disable a Connector

Operon may suspend or disable a connector, or a feature that relies on one, if (a) a Third-Party Provider requires it, (b) it is needed to protect the security of the Services, Customer Data, or a Connected Account, or (c) continued operation would create legal risk for Operon or breach Operon's agreement with a Third-Party Provider. Operon will give notice where practicable.

6.7 Provider Changes Are Outside Our Control

Third-Party Providers may change or withdraw their services, APIs, permissions, pricing, or policies at any time. Those changes may limit or stop a connector from working. Operon is not responsible for them, but will make reasonable efforts to tell you about changes that materially affect a connector you use.

7. Customer Data

7.1 You Own Your Customer Data

As between you and Operon, you own your Customer Data, including AI Output generated for you. Operon claims no ownership of it.

7.2 Our Limited License

You grant Operon a limited, non-exclusive license to host, copy, transmit, and process Customer Data only to provide, secure, and support the Services for you, and as the Agreement otherwise permits or law requires. This license ends when your Customer Data is deleted under Section 17.

7.3 Usage Metrics

Operon may create and use aggregated, de-identified usage and performance metrics (for example, counts of workflows run or response times) to operate and improve the Services. These metrics do not include the content of Customer Data and never include the content of Connected Account Data, and they do not identify you or any individual.

7.4 What We Never Do

• We do not sell Customer Data or personal information.
• We do not use Customer Data or Connected Account Data for advertising, including retargeting, personalized, or interest-based advertising.
• We do not use Customer Data or Connected Account Data to train, fine-tune, or improve any AI or machine-learning model, whether ours or a third party's.

7.5 Staff Access

Only authorized Operon personnel may access Customer Data, and only to provide support you request, to investigate security or abuse, to maintain the Services, or as required by law. Access is logged. For Connected Account Data from Google, and from other Third-Party Providers with similar rules, Operon personnel do not read content except with your affirmative agreement for specific items, for security purposes (such as investigating a bug or abuse), to comply with law, or when the data is aggregated and de-identified for internal operations.

7.6 Provider-Specific Data Rules

The Privacy Policy describes additional rules that apply to data from specific Third-Party Providers. Mission Control's use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements (https://developers.google.com/terms/api-services-user-data-policy). We comply with the developer terms of each Third-Party Provider; where a provider's terms are stricter than the Agreement for data from that provider, the stricter terms apply.

7.7 Your Responsibilities for Customer Data

You are responsible for (a) having the rights and any lawful basis needed to submit Customer Data and to have the Platform process it, (b) giving any notices to, and getting any consents from, your own customers, contacts, and employees that the law requires, and (c) the accuracy and legality of the Customer Data you provide.

8. Privacy and Data Processing

The Privacy Policy explains how Operon collects, uses, shares, and retains personal information, including Connected Account Data. The Data Processing Addendum applies to Operon's processing of personal data within Customer Data on your behalf and is incorporated into these Terms. The Sub-processor List identifies the vendors Operon uses to process Customer Data.

9. Security and Incident Notice

9.1 Our Security Measures

Operon uses industry-standard administrative, technical, and physical measures designed to protect Customer Data, as summarized in Operon's Security Statement at https://operoncoreai.com/security. These include encryption of data in transit, encryption of stored connector credentials, and audit logging of approvals, executions, connector events, and administrative actions.

9.2 How Customer Data Is Separated

All customers' data is stored in one managed database. Each record is tagged to its customer, and database security policies restrict each request to that customer's own records. Operon's platform operations role can access data across customers for administration, support, and security; that access is limited to authorized personnel and is logged. No separation method is perfect, and you should decide whether the Platform meets your needs before submitting sensitive information.

9.3 Security Incident Notice

If Operon confirms unauthorized access to, or unauthorized acquisition, disclosure, alteration, or loss of, Customer Data (a "Security Incident"), Operon will notify you without undue delay, and no later than 72 hours after confirming the Security Incident. Operon will provide the information reasonably available to it about the Security Incident, take reasonable steps to contain it, and update you as it learns more. Notice of a Security Incident is not an admission of fault.

9.4 Your Security Responsibilities

You are responsible for securing your own devices, networks, sign-in credentials, and Connected Accounts, and for configuring Authorized User access appropriately.

10. AI Output

10.1 AI Can Be Wrong

AI Output may be inaccurate, incomplete, out of date, biased, or inappropriate, even when it sounds confident. Operon does not guarantee that AI Output is accurate, complete, or suitable for any purpose.

10.2 Human Review

You are responsible for reviewing AI Output before you rely on it, send it, publish it, or act on it, especially where it could affect someone's rights, safety, money, or legal or regulatory position. The approval step in the Platform exists to make that review practical.

10.3 Not Professional Advice

AI Output is not legal, medical, financial, tax, accounting, or other professional advice.

10.4 AI Model Providers

The Platform sends content to AI model providers listed in the Sub-processor List only to generate AI Output for you. The AI Transparency Statement at https://operoncoreai.com/ai explains how AI is used in the Platform. On request, Operon can restrict an account that handles sensitive data to approved AI model providers.

11. Automation and Configuration Responsibility

11.1 Automatic Execution Is Off by Default

By default, a person must approve each proposed action before the Platform executes it. Automatic execution happens only if you affirmatively enable a rule that permits it.

11.2 Your Configuration Choices

The safety of the Platform depends on how you configure it. You are responsible for (a) the rules, workflows, permissions, and connectors you set up, (b) any automatic execution you enable and the actions that result, (c) monitoring the work the Platform does for you, and (d) keeping human oversight wherever law, contract, or your own policies require it.

11.3 Audit Records

Audit logs, dashboards, and approval records are operational aids. Operon keeps them as described in the Privacy Policy, but does not promise they are complete or real-time in every case, or kept for any period not stated in the Agreement.

12. Acceptable Use

Your use of the Services must comply with the Acceptable Use Policy, which is incorporated into these Terms. Operon may suspend an Authorized User, a connector, a feature, or your account, or remove content, if Operon determines in good faith that the Acceptable Use Policy has been violated, as described in the Acceptable Use Policy and Section 16.4.

13. Communications

When you use the Services to send email, text messages, voice calls, direct messages, or other communications to third parties, the Communications Compliance Addendum also applies and is incorporated into these Terms. You are the sender of those communications, whether you approve each one or enable a rule that sends them. You are responsible for obtaining and documenting any required consent, honoring opt-outs, and meeting all identification, registration, and content requirements. Operon transmits communications at your direction; it does not obtain consent for you or verify your contact lists.

14. Regulated Industries and Prohibited Data

14.1 No Certifications

Operon does not currently hold SOC 2, ISO 27001, HIPAA, or PCI DSS certification or attestation, and the Platform is not designed or validated for any specific regulatory framework.

14.2 Prohibited Data

Unless Operon has agreed in writing, in a separate signed agreement, to support that use, you will not submit to the Platform (a) protected health information as defined under HIPAA, or (b) payment cardholder data. The Acceptable Use Policy lists other categories of data you may not submit.

14.3 Consequential Decisions

The Platform is not designed, tested, or validated to serve as the basis for consequential decisions about individuals, such as decisions about credit or lending, housing, employment, insurance, healthcare, education, or eligibility for government benefits.

14.4 Your Industry Rules

If your business is subject to industry-specific rules (for example, advertising, fair housing, fair lending, suitability, supervisory review, or recordkeeping rules), you are solely responsible for making sure that your use of the Platform, and any content created or sent through it, complies with those rules.

15. Subscriptions, Fees, Usage Allowances, and Overage

15.1 Plans and Order Forms

Your plan, fees, AI usage allowance, overage rates, billing frequency, and subscription term are stated in your Order Form or, if you subscribed online, on the pricing page at the time you subscribed.

15.2 Fees and Billing

Subscription fees are billed in advance, in U.S. dollars, for each billing period (monthly or annual) stated in your Order Form. If you believe an invoice is wrong, tell Operon in writing within 30 days of the invoice date and the parties will work in good faith to resolve it; you must pay any undisputed amount on time.

15.3 AI Usage Allowances and Overage

Your plan may include a monthly allowance of AI processing usage, measured in tokens, as stated in your Order Form or on the pricing page. Unless your Order Form says otherwise: (a) the allowance resets at the start of each billing month and unused usage does not roll over; (b) usage above the allowance ("overage") is charged at the overage rates stated in your Order Form or on the pricing page, calculated at the end of each billing month and added to your next invoice or charged separately; (c) Operon will use commercially reasonable efforts to alert you in the Platform when your usage crosses your monthly allowance, but not receiving or acting on an alert does not remove your obligation to pay for overage; and (d) Operon's billing records are the authoritative record of usage. Operon may suspend or limit AI features for unpaid overage as stated in your Order Form.

15.4 No Plan Upgrade Without Consent

Operon will not move you to a higher-priced plan without your affirmative consent. If your usage continues to exceed your plan's limits and you decline to upgrade, Operon may, after notice, limit the affected feature.

15.5 Automatic Renewal and Cancellation

Your subscription renews automatically at the end of each term for another term of the same length, unless you or Operon cancel before the renewal date. You may cancel at any time by written notice to Operon under Section 33 or through any cancellation method Operon makes available in the Platform. Cancellation takes effect at the end of the current billing period, and you keep access until then.

15.6 Fees Are Non-Refundable

Fees are non-refundable, including for partial billing periods or unused usage allowances, except where these Terms or a signed Order Form expressly provide a refund, or where the law requires one.

15.7 Price Changes

Operon may change subscription fees or overage rates by giving you at least 30 days' notice before the change takes effect. A change applies from your next billing period after the notice period ends. If you do not agree with the change, you may cancel before it takes effect. Fees fixed in a signed Order Form for a stated term do not change during that term unless the Order Form says so.

15.8 Payment Failure

If a payment fails, Operon will notify you and may re-attempt the charge during a grace period of seven (7) business days. If Operon has not received payment by the end of the grace period, Operon may suspend your access to the Services. If the amount remains unpaid 30 days after suspension, Operon may terminate your subscription, and Section 17 applies.

15.9 Taxes

Fees do not include taxes. You are responsible for all sales, use, excise, value-added, goods-and-services, communications, and similar taxes and duties arising from the Agreement, except taxes based on Operon's net income. Where Operon must collect a tax, it will add the tax to your invoice. If you are tax-exempt, you must give Operon a valid exemption certificate before the invoice date. If the law requires you to withhold any amount from a payment, you will increase the payment so that Operon receives the full amount invoiced.

15.10 Payment Processing and Chargebacks

Payments are processed by Stripe, Inc. By providing a payment method, you authorize Operon and Stripe to charge the fees due under the Agreement to that payment method. Operon does not store full payment card numbers. Your use of the payment method is also subject to Stripe's terms. You must keep your payment information current. If you start a chargeback or payment dispute for fees properly charged, Operon may suspend your access while it is resolved and may recover reasonable related fees.

16. Term, Suspension, and Termination

16.1 Term

These Terms apply from when you first accept them until your subscriptions have ended and your account is closed.

16.2 Ending Your Subscription

Either party may end a subscription at the end of the current term by cancelling under Section 15.5.

16.3 Termination for Breach

Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice describing it. Operon may terminate immediately by written notice if you materially breach Section 12, Section 14.2, or Section 18.

16.4 Suspension

Operon may suspend all or part of the Services for you if (a) you materially breach the Agreement, (b) payment is overdue past the grace period in Section 15.8, (c) Operon determines in good faith that the Acceptable Use Policy has been violated, (d) your use poses a risk to the security or stability of the Services, to other customers, or to a Connected Account, (e) a Third-Party Provider requires it, or (f) the law requires it. Where practicable, Operon will give notice and an opportunity to cure before suspending. Where there is legal, security, or stability risk, Operon may suspend first and notify you promptly afterward. Operon will limit any suspension to what is reasonably necessary and will restore access once the cause is resolved.

17. Effect of Termination

17.1 Access Ends

When the Agreement or your subscription ends, your right to use the Services ends. Fees accrued before that date remain payable. If you terminate for Operon's uncured material breach under Section 16.3, Operon will refund any prepaid fees for the period after termination.

17.2 Credentials

Operon deletes stored Connected Account credentials immediately when your account is closed. You can also revoke Mission Control's access directly with each Third-Party Provider.

17.3 Export Window

For 30 days after termination, Operon will make your Customer Data available for export. You are responsible for exporting any Customer Data you want to keep during that window.

17.4 Deletion

Operon will delete Customer Data within 90 days after termination. Copies in backups are removed as those backups roll off, within 35 days after that. Operon may keep (a) approval, execution, and audit records and billing records for the periods stated in the Privacy Policy, and (b) any data the law requires Operon to keep, in each case protected under the Agreement for as long as it is kept.

18. Intellectual Property and Restrictions

18.1 Operon Owns the Platform

Operon and its licensors own the Services, the Platform, the Documentation, and all related software, designs, workflows, prompts, and improvements, and all intellectual property rights in them. Customer Data is yours, as stated in Section 7.

18.2 Your License to Use the Platform

Subject to the Agreement and payment of applicable fees, Operon grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term for your Authorized Users to access and use the Platform for your internal business operations. All rights not expressly granted are reserved.

18.3 Restrictions

You will not, and will not allow anyone else to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble the Platform, or try to derive its source code, architecture, models, or prompts, except to the extent the law expressly permits despite this restriction; (c) sell, resell, rent, sublicense, or provide the Platform to third parties except as the Agreement permits; (d) use the Platform or Operon's Confidential Information to build or help build a competing product or service; (e) run or publish benchmark or performance tests of the Platform without Operon's prior written consent; or (f) remove any proprietary notices.

19. Feedback

If you give Operon suggestions, ideas, bug reports, or other feedback about the Services, you do so voluntarily. You assign to Operon all rights in that feedback, and Operon may use it without restriction or payment. Feedback does not include your Customer Data.

20. Confidentiality

20.1 Confidential Information

"Confidential Information" means non-public information one party (the discloser) shares with the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. Operon's Confidential Information includes non-public information about the Platform and pricing. Your Confidential Information includes your Customer Data.

20.2 Obligations

The recipient will (a) use Confidential Information only to perform or exercise its rights under the Agreement, (b) protect it with at least reasonable care, and (c) disclose it only to its personnel, contractors, and advisors who need it for that purpose and are bound by confidentiality obligations at least as protective as these. Operon may also disclose Customer Data to Sub-processors as the Data Processing Addendum permits.

20.3 Exceptions

Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) the recipient already knew without restriction, (c) the recipient receives from a third party without restriction, or (d) the recipient develops independently without using the discloser's information.

20.4 Required Disclosure

If the law or a court requires the recipient to disclose Confidential Information, the recipient may do so, but where legally allowed it will give the discloser prompt notice and reasonable help to seek protective treatment.

20.5 Duration

These obligations last during the Agreement and for three (3) years after it ends, and for trade secrets and Customer Data, for as long as they remain protected by law or held by the recipient.

21. Beta Features

Operon may offer features or connectors labeled beta, preview, pre-release, or similar ("Beta Features"). Beta Features are optional, may change or be withdrawn at any time, have no service level commitment, and are provided "as is". Operon's total liability arising from Beta Features is limited to USD $100. If you have signed a Beta & Pilot Participation Agreement, it also governs your pilot access.

22. Third-Party Services

The Services work with services Operon does not control, including Third-Party Providers, AI model providers, hosting providers, and payment processors. Operon is not responsible for the availability, security, accuracy, or data handling of Third-Party Providers or of any Connected Account, or for their outages, API changes, or policy changes. Your relationship with each Third-Party Provider is between you and that provider. Operon remains responsible for its Sub-processors as stated in the Data Processing Addendum.

23. Warranties

23.1 Mutual Warranties

Each party warrants that it has the authority to enter into and perform the Agreement.

23.2 Operon's Warranties

Operon warrants that during your paid subscription term (a) the Platform will perform materially as described in the Documentation, and (b) Operon will use industry-standard security measures to protect Customer Data. If Operon breaches this warranty and you tell Operon in writing within 30 days after discovering the breach, Operon will use commercially reasonable efforts to correct it. If Operon cannot correct it within 30 days after your notice, either party may terminate the affected subscription and Operon will refund prepaid fees for the period after termination. This is your sole and exclusive remedy for breach of this Section 23.2. This warranty does not apply to Beta Features, free or pilot access, AI Output, Third-Party Providers, or problems caused by your configuration or by use contrary to the Agreement.

23.3 Customer's Warranties

You warrant that (a) you have the rights needed to submit Customer Data and to connect each Connected Account, and (b) your use of the Services will comply with applicable law and the Agreement.

24. Disclaimers

24.1 General Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 23, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERON DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

24.2 No Guarantee of Results

OPERON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SECURITY MEASURE WILL PREVENT EVERY SECURITY INCIDENT, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.

24.3 Your Decisions

EXCEPT TO THE EXTENT CAUSED BY OPERON'S BREACH OF THE AGREEMENT, OPERON IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF (A) ACTIONS YOU OR YOUR AUTHORIZED USERS APPROVE, (B) AUTOMATIC EXECUTION RULES YOU ENABLE, (C) YOUR CONFIGURATION CHOICES, (D) COMMUNICATIONS SENT AT YOUR DIRECTION, OR (E) THE ACTS OR OMISSIONS OF THIRD-PARTY PROVIDERS.

25. Indemnification

25.1 Operon's Indemnity

Operon will defend you against any claim brought by a third party alleging that the Platform, as provided by Operon and used in accordance with the Agreement, infringes or misappropriates that third party's United States patent, copyright, trademark, or trade secret, and will pay the damages, costs, and reasonable attorneys' fees finally awarded against you, or agreed in a settlement Operon approves, for that claim.

25.2 Exclusions

Operon has no obligation under Section 25.1 for any claim arising from (a) Customer Data, including AI Output generated from Customer Data or from your instructions, (b) modification of the Platform by anyone other than Operon, (c) combination of the Platform with any product, service, data, or Connected Account not provided by Operon, where the claim would not exist without the combination, (d) Third-Party Providers or other third-party services, (e) Beta Features or free or pilot access, or (f) use of the Platform in breach of the Agreement or after Operon has notified you to stop using it because of an infringement claim.

25.3 Operon's Remedies

If the Platform is, or Operon reasonably believes it may become, the subject of an infringement claim, Operon may, at its option and expense, (a) modify the Platform so it is no longer infringing while keeping materially similar functionality, (b) obtain a license for you to keep using it, or (c) if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused period. Sections 25.1 through 25.3 state Operon's entire liability, and your exclusive remedy, for infringement claims.

25.4 Customer's Indemnity

You will defend Operon and its members, officers, employees, and contractors against any claim brought by a third party arising from (a) your Customer Data or other content you submit, (b) communications sent through the Services at your direction or under rules you enabled, including claims under telephone, text-messaging, email, or marketing laws, (c) your authorization of any Connected Account, or your breach of a Third-Party Provider's terms, (d) your or your Authorized Users' breach of the Acceptable Use Policy, or (e) actions taken under automatic execution you enabled, and you will pay the damages, costs, and reasonable attorneys' fees finally awarded against Operon, or agreed in a settlement you approve, for that claim.

25.5 Procedure

The party seeking defense will (a) give the other party prompt written notice of the claim (a delay excuses the defending party only to the extent the delay harms its defense), (b) give the defending party sole control of the defense and settlement, and (c) provide reasonable cooperation at the defending party's expense. The defending party may not settle a claim in a way that admits fault by, or imposes an obligation other than payment on, the other party without that party's written consent, which will not be unreasonably withheld. The other party may join with its own counsel at its own expense.

26. Limitation of Liability

26.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

26.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO OPERON UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS PAID NO FEES AND OWES NO FEES (INCLUDING DURING A NO-FEE PILOT), OPERON'S TOTAL LIABILITY WILL NOT EXCEED USD $100.

26.3 Exceptions

Sections 26.1 and 26.2 do not apply to (a) your defense and payment obligations under Section 25.4, (b) a party's breach of Section 20 (Confidentiality), except that any claim arising from a Security Incident or otherwise relating to Customer Data remains subject to Sections 26.1 and 26.2, (c) your obligation to pay fees and other amounts due, (d) your breach of the Acceptable Use Policy or of Section 18, or your infringement or misappropriation of Operon's intellectual property, or (e) liability that cannot be limited or excluded by law, such as liability for fraud, gross negligence, or willful misconduct where the law does not allow it to be limited.

26.4 Cap on Operon's Indemnity

Operon's total liability for its defense and payment obligations under Section 25.1 will not exceed two (2) times the amount stated in Section 26.2. This amount is separate from, and in addition to, the amount in Section 26.2.

26.5 Basis of the Bargain

The parties agree that the fees reflect the allocation of risk in this Section 26 and in Sections 24 and 25, and that these limits apply even if a limited remedy fails of its essential purpose.

27. Changes to These Terms

27.1 How We Change These Terms

Operon may update these Terms and the other documents in the Agreement from time to time. Operon will post the updated version with a new "Last Updated" date.

27.2 Notice of Material Adverse Changes

For any change that materially and adversely affects your rights, Operon will give you at least 30 days' notice by email or in the Platform before the change takes effect. Other changes take effect when posted. If you object to a material adverse change, you may cancel before it takes effect, and Operon will refund any prepaid fees for the period after cancellation. If you keep using the Services after a change takes effect, the change applies to you.

27.3 New Uses of Provider Data Need Consent

Operon will not begin using Connected Account Data from Google or any other Third-Party Provider in a materially new way, beyond what the Privacy Policy described when you connected the account, unless Operon first tells you about the new use and obtains your consent.

27.4 Exceptions

Changes required by law, or needed urgently to address security, may take effect sooner, with notice as soon as practicable. Changes to fees and overage rates follow Section 15.7. A signed Order Form can be changed only by a writing signed by both parties.

28. Export Control and Sanctions

You confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that neither you nor any Authorized User is on any U.S. government restricted-party list. You will not export, re-export, or make the Services available in violation of export control or sanctions laws, and you will not allow access by any restricted party.

29. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, utility or internet failures, hosting provider outages, cyberattacks not caused by the party's failure to maintain the security measures it has promised, or the failure or material change of a third-party service the Services depend on. This Section does not excuse payment of amounts owed.

30. United States Government Users

The Platform and Documentation are "commercial computer software" and "commercial computer software documentation". Any use, copying, or disclosure by the U.S. government is subject to these Terms under FAR 12.212 and DFARS 227.7202, as applicable. No government user receives greater rights than commercial users receive under these Terms.

31. Copyright Complaints

Operon respects intellectual property rights. If you believe material available through the Services infringes your copyright, send a notice containing the information required by 17 U.S.C. §512(c)(3) to Operon's designated agent: Operon may terminate the accounts of repeat infringers.

32. Publicity

Neither party will use the other's name, logo, or trademarks in public materials without the other's prior written consent. Operon may list your name and logo as a customer only with your written consent, which you may withdraw on 30 days' notice.

33. Notices

33.1 Notices to Operon

Legal notices to Operon must be sent by email to James@operoncoreai.com and by mail or courier to Operon Core AI LLC, 5956 Sandbirch Way Lake Worth FL, 33463. Privacy requests go to privacy@operoncoreai.com. Security concerns and reports of abuse or Acceptable Use Policy violations go to security@operoncoreai.com.

33.2 Notices to You

Operon may send notices to the email address associated with your account, or post them in the Platform. You are responsible for keeping that email address current.

33.3 When Notices Are Effective

Email notices are effective on the business day after they are sent. Notices by mail or courier are effective on delivery. Notices posted in the Platform are effective when posted, except that notice of a material adverse change under Section 27.2 must also be sent by email.

34. Governing Law, Venue, and Jury Waiver

34.1 Governing Law

The laws of the State of Florida govern the Agreement, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

34.2 Venue

The state and federal courts located in Palm Beach County, Florida have exclusive jurisdiction over any dispute arising from or relating to the Agreement, and each party consents to those courts. Either party may seek injunctive relief in any court with jurisdiction to protect its intellectual property or Confidential Information.

34.3 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM OR RELATING TO THE AGREEMENT.

35. Order of Precedence

Order of Precedence. If documents that make up the Agreement conflict, the following order controls, to the extent of the conflict: (1) the Data Processing Addendum, solely as to the processing of personal data; (2) an Order Form, solely as to the commercial terms it states (plan, fees, usage allowances, term, and any terms it expressly identifies as overriding a named section of these Terms); (3) the Beta & Pilot Participation Agreement, solely as to pilot access during the pilot period; (4) these Terms of Service; (5) the Communications Compliance Addendum; (6) the Acceptable Use Policy. No document lower in this order, and no Order Form or pilot agreement, removes or reduces Sections 24 (Disclaimers), 26 (Limitation of Liability), or 25 (Indemnification) of these Terms unless it names the section and is signed by both parties.

36. General

36.1 Assignment

You may not assign or transfer the Agreement without Operon's prior written consent. Operon may assign the Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets or of the business the Agreement relates to, with notice to you. Any other attempted assignment is void. The Agreement binds and benefits permitted successors and assigns.

36.2 Severability

If a court finds any provision of the Agreement unenforceable, that provision will be enforced to the maximum extent permitted and the rest of the Agreement remains in effect.

36.3 Entire Agreement

The Agreement is the entire agreement between the parties about its subject and replaces all prior and contemporaneous agreements, proposals, and statements about it. Terms in a purchase order or other Customer document do not apply, even if Operon accepts the document.

36.4 No Waiver

A party's failure or delay in enforcing a provision is not a waiver of it.

36.5 Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or employment relationship.

36.6 No Third-Party Beneficiaries

There are no third-party beneficiaries of the Agreement.

36.7 Electronic Acceptance

The Agreement may be accepted electronically, including by clicking to accept or by electronic signature, and electronic acceptance is as binding as a handwritten signature. An Order Form may be signed in counterparts.

36.8 Interpretation

Headings are for convenience only. "Including" means "including without limitation".

37. Survival

Sections 2, 7, 10, 11, 13, 14, 15 (as to amounts owed), 17, 18, 19, 20, 22, 24, 25, 26, 28, 33, 34, 35, 36, and 37 survive termination or expiration of the Agreement, together with any other provision that by its nature should survive.