Terms of Service

1. Scope and Acceptance

Core business-to-business terms governing access to and use of OperelliOS.

These draft Terms of Service (the “Terms”) are intended to govern access to and use of OperelliOS, a business operating system for service companies. They are prepared for attorney review and do not become effective until approved, dated, and presented through an authorized acceptance flow.

The agreement would be between the business or other legal entity accepting the Terms (“Customer,” “Tenant,” or “you”) and [LEGAL REVIEW REQUIRED: Confirm legal entity] (“OperelliOS,” “we,” “us,” or “our”). The individual accepting the Terms for a business must have authority to bind that business.

OperelliOS is intended for business use. It is not offered as a consumer product, and it is not intended for personal, family, or household use.

2. Key Definitions

“Authorized User” means an individual whom the Customer permits to access the Customer’s workspace under an assigned identity and role.

“Customer Data” means information, records, files, communications, and other content submitted to or generated through the Service on the Customer’s behalf, including customer, property, price-book, estimate, proposal, work-order, invoice, and payment-status records.

“Service” means the OperelliOS application, public proposal surfaces, related documentation, and any features made available under an accepted offer or order.

“AI-Assisted Feature” means a feature that uses machine learning or generative technology to draft, summarize, extract, classify, or recommend content.

“Documentation” means the then-current user documentation and operating guidance made available by OperelliOS.

3. Accounts, Identity, and Authorized Users

The Customer is responsible for providing accurate account information, maintaining authorized-user assignments, and promptly removing access that is no longer required.

Each Authorized User must use an individual identity. Shared credentials, credential resale, and attempts to bypass identity or policy controls are prohibited.

The Customer is responsible for activity performed through its workspace and for configuring user roles appropriately. OperelliOS remains responsible for operating the identity, policy, audit, and tenant-isolation controls that the Service represents as part of its design.

[ENGINEERING VERIFICATION REQUIRED: Confirm the production identity provider, recovery process, session controls, and role model before publication.]

4. Right to Use the Service

Subject to these Terms and the Customer’s accepted commercial offer, OperelliOS would grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for the Customer’s internal business operations during the applicable access period.

The Service is licensed, not sold. OperelliOS and its licensors retain all rights in the Service, software, interfaces, documentation, and underlying technology, excluding Customer Data.

The Customer may not resell, rent, lease, white-label, or provide the Service to an unrelated third party unless a separate written agreement expressly allows it.

5. Customer Data Ownership and Limited Service License

As between the parties, the Customer retains ownership of Customer Data. OperelliOS does not acquire ownership of Customer Data merely because the data is stored or processed through the Service.

The Customer would grant OperelliOS a limited, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Service; comply with law; prevent fraud or abuse; and follow the Customer’s documented instructions.

That license should last only for the period required to provide the Service and complete approved retention, export, backup-purge, security, and legal-obligation processes. It should not create a perpetual right to use identifiable Customer Data for unrelated commercial purposes.

OperelliOS may use aggregated or de-identified information only after [PRODUCT DECISION REQUIRED: Approve the aggregated/de-identified data policy] and [ENGINEERING VERIFICATION REQUIRED: Confirm technical de-identification, access restrictions, and no-reidentification controls].

6. Customer Responsibilities

The Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for having the rights and permissions needed to provide that data to OperelliOS.

The Customer is responsible for its relationship with its own customers, employees, contractors, and other end users. OperelliOS provides workflow tools; it does not become a party to the Customer’s service contracts, estimates, proposals, invoices, or payment obligations.

The Customer must comply with laws applicable to its business, trade, licensing, communications, taxes, recordkeeping, and customer relationships. OperelliOS does not provide legal, tax, accounting, insurance, or licensing advice.

The Customer must use reasonable safeguards for devices, credentials, user access, exported data, and any third-party integrations under its control.

7. Workflow and Financial Records

OperelliOS may support records relating to estimates, proposals, work orders, invoices, and payment status. The Customer remains responsible for reviewing business terms, scope, pricing, taxes, and customer-facing commitments before relying on or sending them.

Financial calculations presented as system truth must originate from deterministic, auditable logic rather than unverified generative output. AI-Assisted Features may help draft descriptions or suggest information, but they do not have authority to establish final prices, taxes, invoice totals, payment state, refunds, or accounting truth.

The current MVP may record payment status and history. These Terms do not represent that OperelliOS processes card, ACH, or other funds. Payment-processing terms must be activated separately before any such functionality is offered.

8. AI-Assisted Features

AI-Assisted Features may produce inaccurate, incomplete, biased, or outdated outputs. The Customer and its Authorized Users must review outputs before using them in business decisions, customer communications, estimates, invoices, or other material workflows.

AI-Assisted Features are advisory or draft-producing capabilities. They may not change permissions, move money, finalize financial records, create legal commitments, or execute irreversible actions outside the Service’s governed identity, policy, mutation, audit, and approval controls.

Users must not submit highly sensitive information to AI-Assisted Features unless the Documentation expressly identifies the feature as approved for that category of data and describes the applicable safeguards.

[PRODUCT DECISION REQUIRED: Approve no-training-by-default policy.] [ENGINEERING VERIFICATION REQUIRED: Confirm AI providers, contractual data-use restrictions, retention, logging, and model-training controls.]

9. Public and Customer-Facing Surfaces

The Service may allow the Customer to share governed links or documents with its own customers. The Customer is responsible for the content it chooses to publish or send, the recipients it selects, and the business consequences of approvals or declines.

OperelliOS may apply identity, token, expiration, revocation, audit, and abuse-prevention controls to public surfaces as supported by the applicable feature. [ENGINEERING VERIFICATION REQUIRED: Confirm the exact controls available for each public route before publication.]

10. Third-Party Services

The Service may interoperate with third-party services selected by OperelliOS or the Customer. Third-party services are governed by their own terms and privacy practices.

OperelliOS is not responsible for a third party’s independent acts or omissions, but remains responsible for selecting and governing subprocessors used by OperelliOS to provide the Service as required by applicable agreements and law.

Feature-specific terms will be presented when a third-party service materially changes the parties, data flows, risk allocation, or financial relationship—for example, payment processing, communications, or marketplace applications.

11. Commercial Offer, Fees, and Taxes

Access may be offered through the Founding Operator Pilot or another written offer accepted by the Customer. The applicable offer should identify access scope, fees if any, billing method, and any usage limits.

No public plan pricing, free-forever commitment, automatic renewal, refund policy, or payment-processing fee is created by these draft Terms.

[PRODUCT DECISION REQUIRED: Confirm pilot commercial terms, subscription model, cancellation posture, refund posture, taxes, and notice for price changes before paid self-service access.]

12. Acceptable Use

The Customer and Authorized Users must comply with the Acceptable Use Policy. OperelliOS may investigate suspected abuse and take proportionate action to protect tenants, end users, the Service, and third parties.

A direct-competitor access restriction is not included in this draft. [LEGAL REVIEW REQUIRED: Determine whether a narrowly tailored restriction is necessary, lawful, and consistent with OperelliOS positioning.]

13. Suspension

OperelliOS may suspend affected access when reasonably necessary to address a security threat, unlawful activity, material breach, nonpayment under an accepted paid offer, risk to another tenant, or misuse that threatens the Service.

Where circumstances permit, OperelliOS should provide notice and an opportunity to cure before suspension. Emergency action may occur without advance notice when delay would create material risk.

Suspension should be limited in scope and duration where reasonably possible, and material actions should be auditable.

14. Termination and Customer Data

Either party’s termination rights, notice requirements, and any cure periods must be stated in the accepted offer or the final Terms.

After termination, access to the workspace may end. OperelliOS should provide an approved post-termination export or access process only after [PRODUCT DECISION REQUIRED: Approve export window and support model] and [ENGINEERING VERIFICATION REQUIRED: Confirm export capability and supported formats].

Customer Data may remain in backups, security records, audit records, or legally required records for approved periods. Exact periods belong in the Data Retention Policy and must not be inferred from competitor practice.

15. Confidentiality

Each party may receive non-public information that should reasonably be understood as confidential. The receiving party should use such information only to perform or exercise rights under the agreement and protect it using reasonable care.

Confidentiality obligations should not apply to information that is lawfully public, already known without restriction, independently developed, or rightfully received from a third party.

[LEGAL REVIEW REQUIRED: Approve confidentiality definition, compelled-disclosure process, exclusions, and survival period.]

16. Intellectual Property and Feedback

OperelliOS retains ownership of the Service and related intellectual property. The Customer retains ownership of Customer Data and its own marks, business materials, and customer relationships.

Feedback may be used to improve the Service without an obligation to compensate the person providing it, provided that OperelliOS does not publicly identify the Customer or disclose Customer confidential information without permission.

No trademark or publicity rights are granted unless expressly agreed in writing.

17. Availability and Changes to the Service

OperelliOS may update the Service as the product evolves. Material changes should not silently remove contracted core functionality during an active paid term without an approved remedy or notice process.

No uptime service-level agreement is provided by this draft. Any future SLA must be separately approved and supported by operational monitoring, incident response, credits, exclusions, and reporting.

The Service may experience interruptions, maintenance, defects, or third-party failures. [LEGAL REVIEW REQUIRED: Approve service-availability disclaimer and any applicable remedies.]

18. Warranty Disclaimer

The final agreement may include an appropriate business-to-business disclaimer of implied warranties and a statement that the Service is provided on an as-available basis, subject to any express commitments in an accepted offer.

[LEGAL REVIEW REQUIRED: Attorney to draft and approve warranty disclaimers, exclusions, and any non-disclaimable rights.]

19. Limitation of Liability

[LEGAL REVIEW REQUIRED: Approve limitation of liability, excluded damages, liability cap, carve-outs, allocation for confidentiality, data protection, infringement, gross negligence, willful misconduct, and any non-excludable liability.]

No numerical cap or remedy is proposed in this controlled product draft because the appropriate allocation depends on the legal entity, offer structure, insurance, governing law, and risk profile.

20. Indemnification

[LEGAL REVIEW REQUIRED: Approve customer and OperelliOS indemnification obligations, defense control, notice, settlement approval, scope, exclusions, and relationship to third-party intellectual-property claims.]

21. Disputes, Governing Law, and Venue

[LEGAL REVIEW REQUIRED: Confirm governing law and venue.]

[LEGAL REVIEW REQUIRED: Determine dispute resolution, arbitration, jury-trial waiver, class-action waiver, opt-out process, small-claims exception, and pre-dispute notice procedure.]

Competitor arbitration language is not adopted automatically. The final model must be selected by counsel based on the contracting entity, target states, enforcement considerations, cost, and brand posture.

22. Changes to These Terms

The final Terms should distinguish material changes from clarifications and feature-specific terms. Material changes for existing Customers should receive reasonable advance notice unless a shorter period is required by law, security, or an upstream provider.

[LEGAL REVIEW REQUIRED: Approve notice period, acceptance mechanics, rejection rights, and treatment of active paid commitments.]

23. Contact and Notices

Legal questions and notices: [LEGAL REVIEW REQUIRED: Confirm legal and privacy contact email]

[LEGAL REVIEW REQUIRED: Confirm legal mailing address, permitted electronic notice methods, and when notice is deemed received.]

Related documents:

• Privacy Policy
• Acceptable Use Policy
• AI Disclosure
• Data Retention Policy