Terms of Service

Subject to compliance with this Agreement, OPSY grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term.

The Services may include:

• Guard Management
• Shift Scheduling
• Patrol Tracking
• Incident Reporting
• GPS Verification
• Alert Management
• Reporting & Analytics
• Mobile Applications
• APIs and integrations
• White-Label Features

OPSY may modify, improve, or update the Services from time to time provided such changes do not materially reduce core functionality.

Customer is responsible for:

• managing Authorized Users;
• maintaining account security;
• ensuring compliance with these Terms;
• all activities occurring under Customer accounts.

Customer shall promptly notify OPSY of any unauthorized access or security breach.

Customer retains all ownership rights to Customer Data.

Customer grants OPSY a worldwide, non-exclusive license to host, process, store, transmit, and display Customer Data solely for the purpose of providing the Services.

Customer represents and warrants that:

• it owns or has rights to all Customer Data;
• Customer Data does not violate applicable laws;
• Customer Data does not infringe third-party rights.

OPSY processes personal information in accordance with its Privacy Policy.

Where required by applicable law, OPSY and Customer shall enter into a Data Processing Addendum (“DPA”).

Customer acknowledges that OPSY may process personal information, including location data, incident reports, photographs, and operational records, solely for purposes related to providing the Services.

Certain Services require use of mobile devices and location services.

Customer acknowledges that:

• GPS and location information may be collected;
• patrol verification may depend on location tracking;
• disabling location permissions may affect functionality;
• Authorized Users should be informed regarding applicable monitoring activities.

Customer is responsible for obtaining any required notices or consents from Authorized Users.

Customer shall not:

• reverse engineer the Services;
• copy or reproduce the Services;
• create competing products based on the Services;
• interfere with security features;
• access non-public APIs without authorization;
• upload malicious code;
• violate applicable laws while using the Services.

OPSY retains all right, title, and interest in:

• the Services
• software
• source code
• documentation
• trademarks
• logos
• technology
• analytics
• product improvements

No ownership rights are transferred to Customer under this Agreement.

Where Customer subscribes to white-label functionality:

• Customer retains ownership of its branding materials;
• OPSY retains ownership of the underlying platform;
• White-label customization does not transfer intellectual property rights in the platform itself.

Any custom development performed by OPSY shall remain the property of OPSY unless otherwise agreed in writing.

Customer agrees to pay all fees specified in applicable Order Forms.

Unless otherwise stated:

• fees are non-refundable;
• payments are due within thirty (30) days of invoice;
• late payments may incur interest to the maximum extent permitted by law.

OPSY may suspend Services for non-payment following reasonable notice.

OPSY will use commercially reasonable efforts to maintain availability of the Services.

Scheduled maintenance, emergency maintenance, and circumstances beyond OPSY’s control may result in temporary interruptions.

OPSY does not guarantee uninterrupted or error-free operation.

Each party agrees to protect Confidential Information disclosed by the other party.

Confidential Information includes:

• business information
• pricing
• technical information
• software
• Customer Data
• non-public documentation

Confidential Information shall not be disclosed except:

• with consent;
• as required by law;
• to employees and contractors with a need to know.

This Agreement remains in effect during the Subscription Term.

Either party may terminate:

• for material breach not cured within thirty (30) days;
• immediately if required by law;
• upon expiration of the applicable Subscription Term.

Upon termination:

• Customer access may be disabled;
• Customer Data may be deleted after a reasonable retention period;
• accrued payment obligations survive termination.

The Services are provided “as is” and “as available.”

To the maximum extent permitted by law, OPSY disclaims all warranties, including:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• availability;
• accuracy of results.

OPSY does not guarantee that the Services will be uninterrupted, error-free, or completely secure.

To the maximum extent permitted by law:

OPSY shall not be liable for:

• indirect damages
• incidental damages
• special damages
• consequential damages
• lost profits
• lost revenue
• loss of data

OPSY’s total liability shall not exceed the amount paid by Customer to OPSY during the twelve (12) months preceding the event giving rise to the claim.

Customer agrees to indemnify and hold harmless OPSY against claims arising from:

• Customer Data;
• Customer’s violation of these Terms;
• unlawful use of the Services;
• infringement of third-party rights by Customer.

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:

• natural disasters
• internet outages
• governmental actions
• cyberattacks
• labor disputes

This Agreement shall be governed by the laws without regard to conflict-of-law principles.

Any disputes shall be resolved exclusively in the courts located within the chosen jurisdiction.

Customer acknowledges that OPSY may process personal information in accordance with applicable U.S. privacy laws, including:

• California Consumer Privacy Act (CCPA)
• California Privacy Rights Act (CPRA)
• Other applicable state privacy laws

Where required by law, OPSY shall act as a Service Provider or Processor and shall process personal information only for the purposes described in the applicable agreement.

OPSY may update these Terms from time to time.

Material changes will be communicated through the Services or via email.

Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Customer consents to receive notices, disclosures, invoices, and other communications electronically.

Electronic communications shall satisfy any legal requirement that such communications be in writing.

Customer shall not use, export, re-export, or transfer the Services in violation of:

• United States export laws;
• trade sanctions;
• regulations administered by the U.S. Department of Commerce;
• regulations administered by the U.S. Treasury Office of Foreign Assets Control (OFAC).

Customer represents that it is not located in, controlled by, or acting on behalf of any restricted jurisdiction or sanctioned entity.

If OPSY receives a valid copyright infringement notice under the Digital Millennium Copyright Act (DMCA), OPSY may remove or disable access to allegedly infringing content.

Any dispute arising under this Agreement shall be resolved through binding arbitration rather than court proceedings, except where prohibited by law.

Customer agrees not to participate in any class action, class arbitration, or representative proceeding against OPSY.