Opsillion

Effective 2026-08-14

Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TrueOps platform, including the TrueCost dashboard and TrueWatch analytics engine, operated by Opsillion Inc., a Delaware corporation ("Opsillion," "we," "us," or "our"). By creating an account or accessing the platform, you agree to be bound by these Terms on behalf of yourself and the entity you represent ("you" or "Customer").

If you do not agree to these Terms, do not access or use the platform.

1. Acceptance of Terms

By clicking "I agree," creating an account, or otherwise accessing or using the TrueOps platform, you represent that (a) you have read and understood these Terms; (b) you have authority to enter into these Terms on behalf of your organization; and (c) your organization agrees to be bound by these Terms.

2. Service Description

TrueOps is a SaaS analytics and operations management platform for multi-site, field-based, and distributed team operations. The platform:

Opsillion does not independently source or warrant the accuracy of data retrieved from third-party systems. The accuracy and completeness of your operational data depends on the third-party systems from which it is retrieved.

Text Message (SMS) Notifications

The platform can deliver operational task notifications by text message. Enrollment is optional and requires prior express written consent from each recipient, recorded by an authorized administrator of your organization. Consent is not a condition of purchase, employment, or access to any other part of the platform.

Enrolled recipients receive messages when a task is assigned, as a task approaches its due time, when a reply is recorded, and as periodic progress summaries. Message frequency is approximately one to five messages per recipient per day. Message and data rates may apply; these are charged by the recipient's mobile carrier, not by Opsillion.

Recipients may reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT at any time to stop all messages, or START to resume. Replying HELP returns support contact information. You are responsible for ensuring that every mobile number you enroll belongs to a person who has consented to receive these messages, and for removing numbers when a person leaves your organization or withdraws consent.

Opsillion does not send marketing, promotional, or third-party advertising content by text message.

3. Account Registration and Security

You must provide accurate and complete information when registering for an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You must notify Opsillion within 24 hours at support@opsillion.com if you become aware of any unauthorized access to your account or any breach of your account security.

Opsillion is not liable for any loss or damage resulting from unauthorized access to your account where you have failed to maintain adequate security or to notify us promptly upon discovering a breach.

4. Subscription and Payment

Plans and Pricing

TrueOps is available on monthly and annual subscription plans. Current pricing is available at opsillion.com/pricing or in your applicable Statement of Work. Opsillion reserves the right to change prices with 60 days' advance written notice, after which continued use of the platform constitutes acceptance of the new pricing.

Payment Processing

All payments are processed by Stripe Inc. By providing a payment method, you authorize Opsillion to charge that method for your subscription fees and any applicable overages. You represent that you are authorized to use the payment method you provide.

Auto-Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled. To cancel, you must provide written notice to legal@opsillion.com before the applicable cancellation deadline:

Cancellation takes effect at the end of the current billing period. No refunds are issued for partial periods.

Late Payment

Invoices are due within 15 days of the invoice date. Amounts unpaid after the 15-day grace period accrue interest at 1.5% per month (18% per year), or the maximum rate permitted by applicable law if lower. Opsillion may suspend access to the platform after 30 days of non-payment without further notice.

5. Acceptable Use

You agree not to:

Prohibited Data

You must not introduce or allow to be introduced the following categories of data into the TrueOps platform, whether through third-party system credentials, direct upload, or any other means:

You are responsible for ensuring that the third-party system credentials you provide to Opsillion do not grant access to systems containing the above prohibited categories of data. If you discover that prohibited data has been introduced into your TrueOps account, you must notify Opsillion immediately at privacy@opsillion.com.

Opsillion's liability is expressly limited with respect to any claim, fine, regulatory action, or third-party demand arising from prohibited data that you introduced into the platform in violation of this section, and you agree to indemnify Opsillion against such claims as provided in Section 13.

6. Third-Party System Authorization

Your Authorization Obligations

The TrueOps platform connects to third-party operational systems — including LiveIQ, operated by FWH Technologies, LLC (a Subway corporate affiliate) — using credentials you provide. By providing credentials to a third-party system, you represent and warrant that:

(a) You are an authorized user of that third-party system with valid credentials;

(b) Your authorization of Opsillion to access that system on your behalf is consistent with the terms, conditions, and agreements governing your use of that system, including any franchise agreement, platform terms of use, or user agreement applicable to your account;

(c) You have obtained any consents or authorizations required from the third-party system operator or from the franchisor whose system you are accessing; and

(d) You will notify Opsillion promptly if your authorization to access a connected third-party system changes or is revoked.

Opsillion's Role as Agent

Opsillion accesses third-party systems exclusively as your agent, acting under your instructions, solely to retrieve your operational data for the purpose of delivering the contracted services. Opsillion does not access third-party systems for any purpose independent of your instructions and does not claim any rights in data retrieved from systems you connect.

Proprietary Third-Party Data

When Opsillion accesses your operational data through third-party systems, certain data fields in those systems may represent proprietary scoring, grading, or ranking methodologies owned by the third-party platform operator or the applicable franchisor (such as efficiency scores, performance grades, or percentile rankings generated by the platform). You acknowledge that such derived scores and methodologies may constitute proprietary intellectual property of the third-party platform or franchisor, distinct from your raw operational data.

Opsillion does not reverse-engineer, replicate, or use for competitive analysis any proprietary scoring methodology or derived scoring outputs from third-party systems. Opsillion's analytics are built on raw operational metrics (labor hours, sales dollars, void counts, and similar objective measures) that are your operational data.

Customer Indemnification for Third-Party Access

You agree to indemnify, defend, and hold harmless Opsillion and its officers, directors, and employees from and against any claim, demand, action, or proceeding by any third-party system operator or franchisor arising from your authorization of Opsillion to access a third-party system in violation of your agreements with that operator or franchisor.

7. AI-Powered Features and Processing

Use of AI Services

Opsillion uses third-party artificial intelligence services as part of delivering the TrueOps platform. AI-powered analysis helps identify operational patterns, detect anomalies, and generate recommendations for reducing labor waste, controlling discounting, and improving dispatch and scheduling efficiency.

By using the TrueOps platform, you consent to Opsillion processing your operational data using third-party AI services as described in this section and in Opsillion's Privacy Policy.

What Data Is Sent to AI Services

When generating AI-powered analysis, Opsillion may include samples of your operational data in requests submitted to third-party AI providers. Opsillion applies the following minimization practices before any data is submitted to an AI service:

AI Sub-Processors

The AI service providers Opsillion uses for analytics processing are listed in Exhibit A of the Data Processing Agreement as authorized sub-processors. Opsillion will provide 30 days' advance notice before adding any new AI provider that will process Customer's operational data.

AI Provider Training and Retention Policies

Opsillion uses AI providers through their business API services, which operate under policies that prohibit the use of business customer data to train AI models. Opsillion cannot audit or guarantee these policies in perpetuity. In the event that an AI provider materially changes its data training or retention policies, Opsillion will notify you and, if the change is material, will treat it as a new sub-processor engagement subject to the 30-day notice and objection procedure in the DPA.

Opt Out

You may opt out of AI-powered analytics and recommendation features for your account by contacting legal@opsillion.com. Opting out does not affect your subscription, but AI-generated recommendations and anomaly detection features will not be available for your account.

8. Intellectual Property

Your Data

You retain ownership of all raw operational data that you provide to or that Opsillion retrieves on your behalf from third-party systems, including your LiveIQ account. Nothing in these Terms grants Opsillion any ownership rights in your raw operational data.

Opsillion's Platform and IP

Opsillion owns all right, title, and interest in and to the TrueOps platform, including:

This ownership extends to all outputs generated by Opsillion's analytics models, regardless of what input data was used to produce them. Your raw data is yours; the analytics, scoring, and insights Opsillion generates from that data are Opsillion's intellectual property.

License to You

Subject to your compliance with these Terms and payment of applicable fees, Opsillion grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the TrueOps platform during your subscription term, solely for your internal business operations. This license terminates automatically upon expiration or termination of your subscription.

Aggregate and Benchmark Data

Opsillion may use anonymized and aggregated data derived from across its customer base — data that cannot be linked back to you or to any individual — to improve the platform and to develop and publish industry benchmarks. You may opt out of your data being included in benchmarks by providing written notice to legal@opsillion.com.

Brand Data Isolation

Anonymized operational data derived from customers operating under one franchise brand is not used to train, calibrate, inform, or benchmark analytics models applied to customers operating under a different franchise brand. Each franchise brand's operational data remains isolated within Opsillion's analytics systems and is not co-mingled with data from other franchise brands for model development or benchmarking purposes without explicit written consent.

9. Confidentiality

Each party agrees to hold in confidence the Confidential Information of the other party, using at least the same level of care it uses to protect its own confidential information (but in no case less than reasonable care), and not to disclose such information to any third party without the other party's prior written consent.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. Opsillion's Confidential Information includes pricing, system architecture, security configurations, and unreleased product features. Your Confidential Information includes your operational data, employee data, and business performance metrics.

Confidentiality obligations survive termination of these Terms for a period of 3 years from the date of disclosure.

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosed information; or (d) must be disclosed by applicable law or court order.

10. Data and Privacy

Your use of the TrueOps platform is subject to Opsillion's Privacy Policy (available at opsillion.com/privacy), which is incorporated into these Terms by reference. Processing of employee personal data by Opsillion on your behalf is governed by the Data Processing Agreement (DPA), which is incorporated into the Master Service Agreement between the parties.

The use of AI services as part of the platform is further described in Section 7 above and in the AI Processing Addendum, which is available upon request.

11. Service Levels

Uptime Commitment

Opsillion targets 99.5% monthly uptime for the TrueOps platform, measured as a percentage of total minutes in a calendar month, excluding scheduled maintenance windows.

Scheduled Maintenance

Opsillion may take the platform offline for scheduled maintenance for up to 4 hours per calendar month. Opsillion will provide at least 48 hours' advance notice via email to account Owner users before any scheduled maintenance. Scheduled maintenance windows are conducted between 2:00 AM and 6:00 AM Mountain Time wherever possible.

SLA Credits

If the platform falls below the 99.5% uptime target in a calendar month (excluding scheduled maintenance and force majeure events), you are eligible for service credits as follows:

Uptime Achieved Credit
99.0%–99.5% 10% of monthly subscription fee
98.0%–99.0% 20% of monthly subscription fee
Below 98.0% 30% of monthly subscription fee

Credits are applied to the next billing period. Credits are capped at 30% of the affected month's subscription fee regardless of the duration of the outage. Credits are your sole and exclusive remedy for uptime failures and do not constitute a refund.

To claim a credit, you must submit a written request to support@opsillion.com within 30 days of the end of the affected billing month.

Incident Response

For Priority 1 incidents (platform unavailable or confirmed data integrity issue), Opsillion targets a 4-hour acknowledgment and a 24-hour resolution. Response times are targets, not guarantees, and do not modify the SLA credit schedule above.

12. Limitation of Liability

Liability Cap

To the maximum extent permitted by applicable law, Opsillion's total aggregate liability to you arising out of or related to these Terms — whether based in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees paid by you to Opsillion in the 12 calendar months immediately preceding the claim.

Consequential Damages Exclusion

Neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to these Terms, including loss of revenue, loss of profits, loss of business opportunity, or loss of data, even if advised of the possibility of such damages.

Carve-Outs

The liability cap and consequential damages exclusion do not apply to:

(a) Willful misconduct or gross negligence by either party;

(b) Either party's infringement of the other's intellectual property rights;

(c) Either party's breach of confidentiality obligations under Section 9;

(d) Customer's payment obligations under Section 4;

(e) Opsillion's indemnification obligations under Section 13 with respect to third-party IP claims arising from Opsillion's platform software;

(f) Claims arising from Customer's introduction of prohibited data categories in violation of Section 5, or from Customer's misrepresentation of third-party system authorization in violation of Section 6.

13. Indemnification

By Opsillion

Opsillion shall indemnify and defend Customer against any third-party claim that the TrueOps platform software, as provided by Opsillion, infringes that third party's intellectual property rights, provided that Customer (a) notifies Opsillion promptly in writing of the claim; (b) gives Opsillion sole control of the defense and settlement; and (c) provides reasonable assistance. This indemnification does not apply to claims arising from Customer's modifications to the platform or Customer's use of the platform in combination with third-party materials not provided by Opsillion.

By Customer

Customer shall indemnify and defend Opsillion against any third-party claim arising from: (a) Customer's data or content introduced into the platform, including prohibited data categories under Section 5; (b) Customer's violation of applicable law; (c) Customer's violation of these Terms; or (d) any claim by a third-party system operator or franchisor arising from Customer's authorization of Opsillion to access a third-party system in violation of Customer's agreements with that operator or franchisor, as described in Section 6.

14. Termination

Termination for Convenience

Either party may terminate these Terms and any active subscription by providing 30 days' written notice to the other party (email to legal@opsillion.com for Opsillion; Customer's account email for Customer). Termination takes effect at the end of the 30-day notice period.

Termination for Cause

Opsillion may terminate these Terms immediately and suspend access to the platform upon written notice if:

(a) Customer materially breaches these Terms and fails to cure the breach within 10 days of written notice describing the breach; or

(b) Customer fails to pay any undisputed invoice amount within 15 days of the due date.

Effects of Termination

Upon termination or expiration:

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to exclusive jurisdiction in the state and federal courts located in Delaware for any disputes arising under these Terms.

There is no mandatory arbitration requirement under these Terms. Either party may pursue claims in court.

16. General

Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable Statement of Work, constitute the entire agreement between the parties with respect to the TrueOps platform and supersede all prior and contemporaneous discussions, agreements, and understandings.

Severability

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms shall remain in full force and effect.

No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it in the future.

Assignment

You may not assign these Terms or any rights under them without Opsillion's prior written consent. Opsillion may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all of Opsillion's obligations under these Terms. Any purported assignment in violation of this section is void.

Modifications

Opsillion may modify these Terms at any time by posting a revised version at opsillion.com/terms and notifying account Owner users by email. Modifications take effect 30 days after notice for material changes. Your continued use of the platform after the effective date constitutes acceptance.

Contact

Opsillion Inc.

For legal notices under these Terms: legal@opsillion.com