Terms of Service

These Terms of Service ("Terms") are a binding agreement between you ("Customer," "you") and OpsROI, an Oregon limited liability company operating the OpsROI platform ("OpsROI," "we," "us," "our"). By creating an account, accessing, or using OpsROI (the "Services"), you agree to these Terms. If you are agreeing on behalf of a business, you represent you have authority to bind that business.

If you do not agree, do not use the Services.

1. Definitions

• "Services": the OpsROI CRM platform, including web application, booking calendar, SMS/email messaging tools, automations, and related features.
• "Customer Data": data you or your End Customers submit to the Services, including contact lists, job records, messages, and payment references.
• "End Customer": a customer or lead of yours that you manage within OpsROI.
• "Customer Content": text, images, templates, and other material you upload or create within the Services.

2. Eligibility & Account Registration

You must be at least 18 years old and able to form a binding contract to use the Services. You agree to provide accurate registration information and keep it current. You are responsible for all activity under your account and for safeguarding your login credentials. Notify us immediately at support@opsroi.com of any unauthorized access.

3. Subscription and Billing

3.1 Subscription

OpsROI is offered as a paid subscription, billed on the plan and interval selected at signup. Some early customers may receive complimentary or discounted access at our sole discretion; this does not create an ongoing entitlement to free service.

3.2 Payment Processing

Payments are processed by Stripe. By subscribing, you authorize us (via Stripe) to charge your payment method on a recurring basis. You are responsible for keeping payment information current.

3.3 Price Changes

We may change subscription pricing with at least 30 days' notice before your next billing cycle. Continued use after that date constitutes acceptance.

3.4 Cancellation

You may cancel at any time; cancellation takes effect at the end of the current billing period. No partial-period refunds unless required by law.

3.5 Non-Payment

We may suspend or terminate access for failed or overdue payment after reasonable notice.

4. Data Processing

4.1 Roles

As between you and us, you are the data controller and we are the data processor with respect to End Customer personal data you submit to the Services. You are responsible for having a lawful basis to collect and share that data with us.

4.2 Processing Instructions

We process Customer Data only to provide, maintain, and support the Services, and as otherwise instructed by you or required by law.

4.3 Data Processing Addendum

A Data Processing Addendum ("DPA") is incorporated into these Terms by reference and governs the processing of personal data.

4.4 Security

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, consistent with industry practice.

4.5 Data Export & Deletion

Upon termination, you may export Customer Data for a reasonable period. After that period, we may delete Customer Data from active systems, subject to standard backup retention cycles.

5. SMS & Email Communications

5.1 You Are the Sender of Record

When you use OpsROI to send SMS, MMS, or email to End Customers, you, not OpsROI, are the sender of record and are solely responsible for: obtaining valid, documented consent (opt-in) from each recipient before messaging them; honoring opt-out requests (e.g., "STOP") immediately and permanently; complying with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, CTIA guidelines, and all applicable carrier and messaging regulations; and the content of messages you send, including accuracy and lawfulness.

5.2 Prohibited Content

You may not use the Services to send content prohibited by carrier rules, including but not limited to: Sex, Hate, Alcohol, Firearms, Tobacco ("SHAFT") content, illegal debt collection, deceptive financial offers, or unsolicited marketing to numbers without consent.

5.3 Our Right to Suspend

We may suspend or terminate messaging features, or your account, immediately and without liability, if we reasonably believe you have violated this Section, carrier policies, or applicable law. Suspension for compliance reasons does not entitle you to a refund of the suspended period.

5.4 No Liability for Customer Misuse

We are not responsible for messages sent using your account credentials or Customer Content, and you agree to indemnify us as described in Section 13.

6. Acceptable Use Policy

You agree not to use the Services to:

• Violate any law or third party's rights
• Send unsolicited, fraudulent, or deceptive communications
• Upload malicious code or attempt to breach system security
• Scrape, resell, or sublicense the Services without our written consent
• Store sensitive data types (e.g., health records, government ID numbers, full payment card numbers) unless expressly permitted in writing

We may investigate and take action, including suspension, for suspected violations.

7. Customer Responsibilities & Warranties

You represent and warrant that:

• You have all rights necessary to submit Customer Content and Customer Data to the Services
• Your use of the Services complies with applicable law, including consumer protection and messaging/telemarketing laws
• You will maintain accurate consent records for messaging and provide them to us upon request

8. Intellectual Property

8.1 Our IP

OpsROI, its software, design, and underlying technology are owned by OpsROI and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription. No ownership rights are transferred.

8.2 Your Content

You retain ownership of Customer Content and Customer Data. You grant us a limited license to host, process, and display it solely to provide the Services.

8.3 Feedback

If you provide suggestions or feedback, we may use it without obligation to you.

9. Third-Party Services

The Services integrate with third parties (e.g., Stripe for payments, SMS/email carriers, Google services). Your use of those integrations is subject to the applicable third party's terms. We are not responsible for third-party service failures or policy changes outside our control.

10. Confidentiality

Each party agrees to protect the other's non-public business information disclosed in connection with the Services using reasonable care, and to use it only for purposes of this agreement.

11. Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee uninterrupted or error-free operation, or any specific business results from using the Services.

12. Limitation of Liability

To the maximum extent permitted by law, OpsROI will not be liable for any indirect, incidental, special, consequential, or punitive damages, or lost profits, arising from your use of the Services. Our total aggregate liability will not exceed the amount you paid us in the 12 months preceding the claim.

Some jurisdictions do not allow these limitations; in that case, they apply to the maximum extent permitted.

13. Indemnification

You agree to indemnify, defend, and hold harmless OpsROI and its members, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) your violation of these Terms; (b) your messaging or data practices, including TCPA or consent violations; (c) Customer Content; or (d) your violation of any law or third-party right.

14. Term and Termination

14.1 These Terms remain in effect while you maintain an active subscription.

14.2 We may suspend or terminate your account for breach of these Terms, non-payment, or conduct that creates legal or security risk to us or others.

14.3 You may terminate by canceling your subscription per Section 3.4.

14.4 Sections that by their nature should survive termination (e.g., Sections 4, 8, 11, 12, 13, 17) will survive.

15. Modifications to these Terms

We may update these Terms from time to time. Material changes will be notified via email or in-app notice at least 14 days before taking effect. Continued use after the effective date constitutes acceptance.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Oregon, without regard to conflict-of-law principles. Any dispute will be resolved in the state or federal courts located in Multnomah County, Oregon, and both parties consent to jurisdiction there.

17. General Provisions

• Assignment. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is unenforceable, the remaining provisions remain in effect.
• Entire Agreement. These Terms, along with the Privacy Policy and DPA, are the entire agreement between you and us regarding the Services.
• No Waiver. Failure to enforce a provision is not a waiver of it.
• Notices. Legal notices to us should be sent to support@opsroi.com. Notices to you will be sent to your account email.

18. Contact

OpsROI
Email: support@opsroi.com