Terms of Service

1. Agreement Scope

These Terms of Service govern access to Opsy’s hosted software, APIs, CLI, MCP endpoints, previews, plans, automation features, agent workflows, and related support or professional services (collectively, the "Service"). Opsy, Inc. is a Delaware corporation with a mailing address at 1207 Delaware Avenue #3594, Wilmington, DE 19806.

The Service is offered only for business, professional, commercial, or internal development and operations use. It is not intended for personal, family, or household consumer use. If you access or use the Service on behalf of an entity, that entity is the customer bound by this Agreement and you represent that you have authority to bind it. Otherwise, you are bound personally.

2. Acceptance and Order of Precedence

By creating an organization, accessing, or using the Service, Customer accepts this Agreement and the Privacy Policy. Customer purchase orders, portals, vendor paper, or similar terms do not modify or supersede this Agreement unless Opsy signs a separate written agreement expressly doing so.

This Agreement includes mandatory binding individual arbitration and a class-action, representative-action, and jury-trial waiver.

3. Service Rights and Restrictions

Subject to this Agreement, Opsy grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Service during the applicable subscription term. Opsy may modify, suspend, replace, or discontinue features, integrations, interfaces, models, limits, or dependencies at any time and does not commit to any roadmap, release, or backwards compatibility schedule.

Customer may not resell, sublicense, benchmark for publication, reverse engineer, interfere with, or use the Service to develop a competing service except to the extent applicable law expressly forbids the restriction.
Customer may not use the Service in violation of law, sanctions, export controls, third-party terms, security requirements, or Opsy usage limits.
Opsy may reject or ignore any conflicting terms submitted through procurement portals, purchase orders, click-throughs, or similar customer systems.

4. Customer Responsibilities

Customer is solely responsible for its environment, credentials, and decisions.

Customer is solely responsible for cloud accounts, providers, integrations, credentials, credential scope, key rotation, approvals, prompts, instructions, inputs, configurations, backups, disaster recovery, rollback planning, and operational decisions.
Customer must independently review and approve any material, sensitive, or destructive action before execution and must maintain independent recovery capability sufficient for its environment.
Customer is solely responsible for the results of customer-approved actions, customer-provided inputs, overbroad or insecure credentials, misconfiguration, rollback failure, and any malware, compromise, or misuse originating from Customer systems, users, agents, or content.
Customer bears all cloud-provider charges, third-party fees, substitute service costs, restoration costs, remediation costs, and similar expenses arising from Customer environments or approved actions.

5. Automation and Preview Disclaimers

The Service may generate previews, plans, diffs, drift results, automated actions, or other generated outputs using heuristics, automation, dependency planning, or third-party provider responses. Those outputs may be incomplete, delayed, inaccurate, or wrong.

Customer must independently evaluate outputs and confirm they are appropriate for Customer’s environment before relying on them.
Opsy does not guarantee that destructive actions will be prevented, flagged, stopped, reversible, or capable of rollback.
Opsy is not liable for decisions made, actions taken, or losses incurred based on previews, plans, diffs, drift analysis, or other generated or automated outputs.

6. Fees, Suspension, and Termination

Fees, billing mechanics, and plan limits are as described in the Service or ordering flow. Unless non-waivable law requires otherwise, fees are non-refundable. Opsy may suspend, throttle, limit, or terminate access immediately for nonpayment, misuse, fraud, security or abuse risk, credential abuse, suspected unauthorized access, sanctions or export risk, or if continued service may expose Opsy or others to harm.

Opsy may terminate this Agreement or any account, organization, or workspace at any time on notice. Customer may stop using the Service at any time, but termination does not excuse accrued payment obligations.

7. Confidentiality

Each party may receive non-public information from the other. Customer Confidential Information includes non-public customer data, credentials, configurations, logs, resource metadata, architecture details, incident materials, and security information. Opsy Confidential Information includes non-public product, pricing, roadmap, benchmarking, security, and business information.

The receiving party will use the disclosing party’s Confidential Information only to perform or receive the Service and will protect it using reasonable care.
Confidentiality obligations do not apply to information that is or becomes public without breach, was already lawfully known, is lawfully received from a third party without duty, or is independently developed without use of the disclosing party’s Confidential Information.
A receiving party may disclose Confidential Information to affiliates, personnel, contractors, advisors, providers, and authorities with a need to know, or as required by law or legal process.

8. Intellectual Property and Feedback

Opsy and its licensors retain all rights, title, and interest in the Service, underlying software, models, documentation, and related intellectual property. Customer retains its rights in Customer data and content, but grants Opsy and its providers a worldwide, non-exclusive right to host, process, transmit, copy, transform, and display Customer data as reasonably necessary to provide, secure, support, and improve the Service.

Feedback may be used by Opsy without restriction or obligation.

9. Warranties Disclaimer

To the maximum extent permitted by law, the Service is provided "as is," "as available," and with all faults. Opsy disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, security, and accuracy or completeness of outputs, previews, plans, diffs, drift results, or other generated or automated outputs. Opsy does not warrant that destructive actions will be prevented, caught, or reversible.

10. Indemnification

Customer will defend, indemnify, and hold harmless Opsy and its affiliates, personnel, licensors, and service providers from claims, damages, liabilities, costs, and expenses arising out of or related to Customer data, Customer instructions, Customer use of the Service, cloud or infrastructure changes initiated or approved by Customer, privacy or data law violations caused by Customer data or use, sanctions or export violations, and claims by Customer end users, customers, personnel, or internal stakeholders.

Opsy’s sole indemnity obligation is to defend and indemnify Customer against a third-party claim alleging that the paid Service, as provided by Opsy and used as authorized, directly infringes that third party’s U.S. intellectual property rights. Opsy may modify the Service, procure continued use rights, or terminate affected access and refund any prepaid, unused fees for the terminated portion. This is Customer’s exclusive remedy for such claims.

11. Liability Limitations

To the maximum extent permitted by law, Opsy will not be liable under any theory, including contract, tort, negligence, strict liability, misrepresentation, breach of statutory duty, or otherwise, for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, opportunity, data, infrastructure availability, service interruption, substitute services, restoration costs, or remediation costs.

Opsy is not liable for customer-approved destructive actions, customer misconfiguration, insecure or overbroad credentials, failure to maintain backups or recovery capability, third-party or cloud outages, API behavior, throttling, deletions, data loss, or malware or compromise originating from customer systems or content.

Opsy’s aggregate liability for all claims arising out of or relating to the Service or this Agreement will not exceed the fees paid or payable by Customer for the Service in the three months before the event giving rise to the claim. If Customer used the Service for free, Opsy’s aggregate liability will not exceed $10 or the amount Customer paid for the Service, if lower. The only exceptions are liabilities that cannot legally be excluded or limited.

12. Modifications to this Agreement

Opsy may update this Agreement from time to time by posting a revised version on the Service or by notifying Customer via email. Changes become effective ten (10) days after posting or notice. Continued use of the Service after that period constitutes acceptance of the updated terms. If Customer does not agree with a modification, Customer's sole remedy is to stop using the Service before the change takes effect.

13. Acceptable Use

Customer will not use the Service in any manner that could damage, disable, overburden, or impair Opsy's systems or interfere with any other party's use of the Service.

Customer will not attempt to gain unauthorized access to any systems, accounts, or data not intended for Customer.
Customer will not use the Service for cryptocurrency mining, load testing of third-party systems, distribution of malware, unsolicited communications, or any unlawful purpose.
Customer will not circumvent or attempt to circumvent any usage limits, rate limits, or access controls.
Opsy may suspend or terminate access immediately if Customer violates this section.

14. Force Majeure

Neither party will be liable for any delay or failure to perform obligations under this Agreement caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, power or internet failures, labor strikes, or third-party service outages. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

15. Dispute Resolution; Arbitration; Class Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, to the maximum extent permitted by law. Arbitration will be conducted in English before a single arbitrator. The legal seat and place of arbitration is Wilmington, Delaware. Hearings will be remote by default unless the arbitrator requires otherwise.

The parties waive any right to a jury trial and any right to participate in a class action, collective action, representative action, or private-attorney-general action.
Either party may bring an individual claim in small claims court where eligible, and either party may seek injunctive or equitable relief in court for intellectual property misuse, credential abuse, unauthorized access, or confidentiality breaches.
If the arbitration or class waiver provisions are found unenforceable for a particular claim, that claim will proceed exclusively in the state or federal courts located in Delaware, and the remainder of this Agreement will remain enforceable to the fullest extent permitted by law.

16. General Terms

This Agreement is governed by Delaware law, excluding its conflicts rules.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
Opsy’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of that right or provision. No waiver will be effective unless made in writing.
Neither party may assign this Agreement without the other party’s consent, except that Opsy may assign it in connection with a merger, acquisition, financing, reorganization, or sale of assets.
No third party is a beneficiary of this Agreement.
If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect.
Sections that by their nature should survive do survive, including provisions addressing fees, confidentiality, intellectual property, disclaimers, limitations, indemnities, disputes, and general terms.
Questions may be sent to saba@opsy.sh.