Opsmate Terms of Service

These Terms of Service (the "Terms") are an agreement between Opsmate, a [Tennessee] [entity type] with its principal place of business at 130 Johnny Smith Ln, Clinton, TN 37716 ("Opsmate", "we", "us") and the business that creates an account or purchases a subscription (the "Customer", "you"). By clicking "I agree", completing checkout, or using the Service, you accept these Terms on behalf of the Customer and represent that you have authority to do so.

1. The Service

1.1 Opsmate provides a software platform in which AI agents ("Agents") perform business tasks on the Customer's behalf: responding to leads, triaging and drafting email, scheduling meetings, maintaining a customer relationship database, drafting social media posts, generating a website, and producing reports (together, the "Service").

1.2 Agents act only through the Customer's own connected accounts (email, calendar, messaging, telephone number, social profiles) and only within the configuration the Customer sets in the Service, including the plain-English playbooks, rules, hours, and autonomy levels.

1.3 Human approval. During the initial training period and for any action the Customer has not authorised the Agents to perform on their own, Agents propose actions that the Customer approves, edits, or rejects. The Customer is responsible for reviewing proposed actions and for the autonomy levels it grants.

1.4 Opsmate may improve, change, or discontinue features of the Service with reasonable notice, and will not materially reduce the core functionality of a paid plan during a paid term without offering a refund of prepaid fees for the remaining term.

2. Accounts and access

2.1 The Customer designates one or more users. Users with the "owner" or "manager" role may approve Agent actions and change configuration; the Customer is responsible for who it grants those roles.

2.2 The Customer must keep sign-in credentials confidential and notify Opsmate promptly of any unauthorised use.

2.3 Opsmate staff may access the Customer's account to provide support, investigate a suspected problem, or as required by law. Such access is logged in the Customer's audit log and is subject to the Data Processing Addendum.

3. Customer responsibilities

3.1 Lawful use. The Customer will use the Service only for lawful business communications and is responsible for the content of its playbooks, rules, knowledge, and templates, and for the messages, posts, and website content Agents send or publish on its behalf.

3.2 Consent for messaging. The Customer is the sender of record for text messages and emails sent through its connected accounts and numbers. The Customer represents that it has, and will maintain, the consents required by applicable law (including the Telephone Consumer Protection Act, state telemarketing laws, and CAN-SPAM) for every recipient, and will complete the carrier registration (A2P 10DLC) information required for texting truthfully. Opsmate honours opt-out requests automatically and will not send to contacts who have opted out.

3.3 No bulk marketing. The Service is for conversational and transactional communication with the Customer's own leads and customers. The Customer will not use Agents to send unsolicited bulk messages or to contact purchased lists.

3.4 Accuracy of information. The Customer will keep the business information Agents rely on (services, prices, hours, service area, policies) accurate and will not configure Agents to make claims the Customer could not lawfully make itself.

3.5 AI disclosure. Agents identify themselves as AI assistants when asked and as configured by law. The Customer will not attempt to configure an Agent to claim to be a human being.

3.6 Prohibited configurations. The Customer will not use the Service to provide legal, medical, or financial advice through Agents, to discriminate unlawfully, to harass, or to collect sensitive personal information (such as government identifiers or health information) without a lawful basis.

3.7 Supervision. The Customer acknowledges that Agents are automated systems that can make mistakes, and agrees to review Agent output during the training period and to use the approval, pause, and undo controls the Service provides.

4. Fees and payment

4.1 Fees are stated at checkout and on the pricing page. Subscriptions are billed monthly in advance through Stripe, plus any one-time setup fee. Prices exclude taxes, which the Customer pays where applicable.

4.2 Failed payment. If a payment fails, Opsmate will notify the Customer and allow a grace period of seven (7) days to update payment details. If payment is not received by the end of the grace period, Opsmate may pause Agent activity until payment is made.

4.3 Plan limits. Each plan includes a monthly allowance of AI usage, a number of Agents, and a number of connected integrations. When the AI allowance is exceeded, Opsmate may reduce the quality tier of non-urgent AI processing for the remainder of the month rather than stop the Service; the Customer may upgrade at any time.

4.4 Changes. Opsmate may change fees with at least thirty (30) days' notice; changes apply from the next billing period.

5. Term, cancellation, and data export

5.1 The subscription continues month to month until cancelled. The Customer may cancel at any time from the billing settings; cancellation takes effect at the end of the current billing period, and no partial refunds are given except as stated in Section 1.4 or required by law.

5.2 Opsmate may suspend or terminate the Service for material breach not cured within ten (10) days of notice, for non-payment after the grace period, or immediately where the Customer's use creates legal exposure or harm to others.

5.3 Export. On cancellation, Opsmate makes the Customer's data available for download for thirty (30) days: contacts and deals (CSV), conversations (JSON), and the Agents' configuration (JSON and PDF). Where Opsmate hosts a website for the Customer, Opsmate will transfer the website repository to the Customer's own account on request. The Customer may port its telephone number to another provider during this period.

5.4 Deletion. After the thirty-day period Opsmate deletes the Customer's data from production systems, except records Opsmate must keep for tax, accounting, or legal purposes and backups, which are deleted on their normal cycle.

6. Intellectual property

6.1 Opsmate owns the Service, including its software, prompts, models of configuration, and industry templates. The Customer receives a non-exclusive, non-transferable right to use the Service during the subscription.

6.2 The Customer owns its data: its contacts, conversations, business information, knowledge, playbooks and rules as written by the Customer, and the content of messages, posts, and website pages generated for it (the "Customer Content"). Opsmate claims no ownership of Customer Content and uses it only to provide the Service as described in the Privacy Policy and Data Processing Addendum.

6.3 Feedback and learning. The Customer's approvals and edits are used to improve the Agents for the Customer's own account. Opsmate does not use one Customer's Content to train or configure Agents for another Customer.

6.4 Opsmate may use the Customer's name and logo to identify it as a customer with the Customer's prior written consent.

7. Third-party services

The Service depends on third-party providers the Customer connects or that Opsmate uses to operate (for example Anthropic for AI models, Twilio for telephony, Nylas or Google for email and calendar, Slack, Stripe, GitHub and Vercel for website hosting, Ayrshare for social publishing). Those providers' terms apply to the Customer's use of their services through Opsmate. Opsmate is not responsible for their availability or changes to their terms, but will make reasonable efforts to adapt the Service when they change.

8. Confidentiality

Each party will protect the other's confidential information with at least the care it uses for its own, and will use it only to perform under these Terms. Customer Content is the Customer's confidential information. This Section survives termination for three (3) years, and indefinitely for trade secrets.

9. Warranties and disclaimers

9.1 Opsmate warrants that it will provide the Service with reasonable skill and care and in accordance with its documentation.

9.2 AI output. The Customer acknowledges that AI-generated content may be inaccurate, incomplete, or inappropriate despite the guardrails the Service applies, and that the Customer's review and configuration are part of how the Service is intended to be used. Opsmate does not warrant that Agent output will be error-free or that any particular business result (leads, bookings, revenue) will be achieved.

9.3 Except as expressly stated, the Service is provided "as is" and Opsmate disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.

10. Limitation of liability

10.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of these Terms, even if advised of the possibility.

10.2 Each party's total liability arising out of these Terms is limited to the fees the Customer paid to Opsmate in the twelve (12) months before the event giving rise to the claim.

10.3 These limits do not apply to a party's breach of Section 8 (Confidentiality), the Customer's breach of Section 3 (Customer responsibilities), either party's indemnification obligations, or liability that cannot be limited by law.

11. Indemnification

11.1 The Customer will defend and indemnify Opsmate against third-party claims arising from the Customer's Content, the Customer's messaging without required consent, or the Customer's breach of Section 3.

11.2 Opsmate will defend and indemnify the Customer against third-party claims that the Service, as provided by Opsmate and used as permitted, infringes a United States patent, copyright, or trademark, excluding claims arising from Customer Content or third-party services.

12. General

12.1 Governing law and venue. [State] law governs these Terms. Disputes will be resolved in the state or federal courts located in [county, state], and each party consents to their jurisdiction. [Alternative: binding arbitration clause, to be decided with counsel.]

12.2 Notices. To the Customer at the owner's email on the account; to Opsmate at [legal@opsmate domain]. Notices are effective when sent, except notices of breach or termination, which are effective when received.

12.3 Changes to these Terms. Opsmate may update these Terms by posting a new version and notifying the Customer at least thirty (30) days before material changes take effect. Continued use after the effective date is acceptance.

12.4 Assignment. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets, with notice.

12.5 Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum, and any order or checkout page are the entire agreement and supersede prior discussions. If there is a conflict, the Data Processing Addendum controls for personal data, then these Terms, then the order.

12.6 Severability; waiver; force majeure. Standard clauses to be inserted by counsel.