Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between you and OPSAVO LLC ("OpsAVO," "we," "us," or "our") governing your access to and use of the OpsAVO website, platform, software, APIs, messaging, AI, voice, automation, payment, scheduling, communications, and related services (collectively, the "Services").

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity, and "you" and "your" refer to that entity.

If you do not agree to these Terms, do not use the Services.

1. Eligibility and Account Authority

You must be legally able to enter into this agreement and use the Services in compliance with applicable law. You are responsible for all activity occurring under your account, including activity by your employees, contractors, users, agents, administrators, and any person who accesses the Services using your credentials or systems.

You must provide accurate information, keep it updated, and maintain the security of your account credentials. You must promptly notify OpsAVO of any unauthorized access or suspected compromise.

2. The Services

OpsAVO provides software and related services for business operations, including without limitation AI agents, chat, voice, intake, scheduling, messaging, forms, workflows, CRM, billing, reporting, and communications integrations.

The Services may include beta, preview, experimental, or pre-release features. Those features are provided as-is, may be changed or removed at any time, and may not be suitable for production use.

We may modify, suspend, replace, or discontinue any part of the Services at any time, with or without notice, to the extent permitted by law.

3. Business Use Only

Unless we expressly agree otherwise in writing, the Services are offered for commercial and professional use by businesses and organizations. You are responsible for your own business operations, customer communications, records, compliance, and decisions.

4. Your Content and Instructions

You retain ownership of content, data, materials, configurations, prompts, instructions, call recordings, transcripts, messages, documents, files, media, customer information, and other information you or your users submit to the Services (collectively, "Customer Content").

You grant OpsAVO a worldwide, non-exclusive, limited license to host, store, process, transmit, reproduce, modify, display, perform, create derivative works from, and otherwise use Customer Content as necessary to provide, maintain, secure, improve, support, and enforce the Services and these Terms.

You are solely responsible for:

1. the legality, accuracy, quality, and appropriateness of Customer Content;
2. the legality and adequacy of any instructions, prompts, automations, policies, or workflows you configure;
3. obtaining all rights, notices, and consents necessary for Customer Content and your use of the Services; and
4. backing up your Customer Content.

OpsAVO has no obligation to monitor Customer Content, but we may review, remove, disable, or preserve content if we believe it is necessary to operate the Services, comply with law, respond to legal process, protect rights or safety, investigate abuse, or enforce these Terms.

5. AI Features and Automated Actions

The Services may use artificial intelligence, machine learning, automation, speech recognition, synthesis, summarization, classification, suggestion, routing, and related technologies. Outputs may be incorrect, incomplete, delayed, biased, or unsuitable for your use case.

You are solely responsible for reviewing and validating AI outputs and automated actions before relying on them in any material, financial, legal, medical, operational, employment, or customer-facing context. You remain solely responsible for all business decisions, communications, and actions taken using or based on the Services.

OpsAVO does not guarantee that AI features will be accurate, available, safe, compliant, or fit for any particular purpose.

6. Communications, Messaging, Calling, and Consent Compliance

If you use the Services for calls, texts, voicemail, AI calling, appointment reminders, follow-ups, marketing, or customer communications, you are solely responsible for compliance with all applicable laws, regulations, carrier requirements, industry rules, and third-party platform policies, including those relating to:

• consent and opt-in requirements;
• call recording, monitoring, and disclosure requirements;
• SMS, MMS, and telemarketing laws and rules;
• do-not-call, quiet hours, and state-specific communications restrictions;
• carrier registration, campaign registration, brand registration, and sender identity requirements;
• prohibited content, spam, fraud, and deceptive messaging rules; and
• healthcare, financial, and other regulated communications requirements.

You represent and warrant that you will not use the Services to send unlawful, misleading, abusive, harassing, deceptive, fraudulent, prohibited, or unsolicited communications.

You must maintain clear, conspicuous, and legally sufficient notices and consent flows. You must honor opt-outs and revocations promptly. You are solely responsible for message content, audience selection, timing, routing logic, and compliance.

OpsAVO is not a telecommunications carrier. We do not guarantee call completion, message delivery, throughput, registration approval, number availability, sender reputation, or carrier acceptance.

7. Phone Numbers, Messaging Identities, and Porting

7.1 Licensed, Not Sold

Phone numbers, sender identities, messaging registrations, brand registrations, campaign registrations, and related communications assets made available through the Services are licensed for use with the Services and are not sold to you unless we expressly agree otherwise in writing.

7.2 OpsAVO-Procured Numbers

Unless expressly stated otherwise in a written order form or separate signed agreement, any phone number procured by OpsAVO or through OpsAVO's providers for your use is provisioned as part of the Services, remains subject to provider and carrier control, and may be suspended, replaced, reassigned, reclaimed, or removed by OpsAVO or its providers at any time for nonpayment, inactivity, compliance, fraud, abuse, legal process, technical issues, registration failure, provider requirements, or business reasons.

You acknowledge and agree that you do not acquire any ownership right, property interest, or permanent entitlement in any OpsAVO-procured number.

7.3 Customer-Provided or Ported Numbers

If you provide, connect, or port a number for use with the Services, you represent that you are authorized to do so. Subject to applicable law, carrier rules, provider requirements, verification procedures, outstanding fees, fraud review, and technical feasibility, OpsAVO will reasonably cooperate with valid requests involving customer-provided or properly ported-in numbers.

7.4 No Transfer Commitment for OpsAVO-Procured Numbers

OpsAVO is not obligated to transfer, release, export, or port out any OpsAVO-procured number to you or a third party unless required by applicable law or unless OpsAVO expressly agrees to do so in writing. Any approved transfer or release may be subject to verification, fees, waiting periods, carrier rules, provider approval, and operational requirements.

7.5 Communications Registrations

Any A2P registration, toll-free verification, trust product, caller identity registration, or similar approval may be delayed, denied, revoked, or modified by carriers, regulators, or third-party providers. OpsAVO is not responsible for rejection, delay, suspension, or downstream provider decisions.

8. Payments, Billing, and Taxes

You agree to pay all fees, charges, usage costs, pass-through costs, taxes, assessments, chargebacks, reversals, fines, penalties, and other amounts due in connection with the Services. Fees may include subscription fees, implementation fees, communication fees, AI or usage-based fees, telephony fees, payment processing fees, carrier pass-through fees, overages, and third-party service fees.

Unless otherwise stated:

• fees are quoted in U.S. dollars;
• fees are non-refundable;
• subscriptions automatically renew for successive renewal terms equal to the initial term unless canceled before renewal;
• you authorize OpsAVO and its payment processors to charge your payment method for all amounts due; and
• overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

You are responsible for all taxes, duties, levies, and governmental charges arising from your use of the Services, excluding taxes based on OpsAVO's net income.

If payment processing is enabled through the Services, you acknowledge that payment processing, settlement, payouts, disputes, refunds, reserves, chargebacks, underwriting, and account holds may be provided or controlled by third-party financial service providers. OpsAVO is not a bank, money transmitter, card network, or payment processor. Unless expressly stated otherwise, you remain the merchant, seller, or service provider responsible for your transactions, products, services, taxes, refunds, and customer disputes.

9. Third-Party Services

The Services may rely on or interoperate with third-party products, services, APIs, telecom providers, payment processors, AI providers, email providers, hosting providers, calendar systems, CRMs, social networks, browsers, devices, and app stores (collectively, "Third-Party Services").

Your use of Third-Party Services may be subject to separate terms and privacy policies. OpsAVO does not control and is not responsible for Third-Party Services, including their availability, security, legality, content, outages, pricing, acts, omissions, or decisions. Third-Party Services may suspend, reject, throttle, or terminate your access independently of OpsAVO.

10. Prohibited Uses

You may not, and may not permit any other person to:

• use the Services in violation of law, regulation, court order, or third-party rights;
• send spam or unlawful marketing communications;
• impersonate any person or entity or misrepresent affiliation;
• interfere with, disrupt, scan, probe, or attempt unauthorized access to any system or data;
• reverse engineer, copy, resell, sublicense, scrape, frame, mirror, or create competing services from the Services except as expressly permitted by law;
• use the Services for emergency services, 911, dispatch, life-critical, or high-risk activity where failure could lead to death, bodily injury, or significant property or environmental damage;
• upload malware, harmful code, or illegal content;
• use the Services to infringe intellectual property, privacy, publicity, or other rights;
• use the Services to develop, train, or improve competing models or services except as expressly allowed by OpsAVO in writing; or
• use the Services with protected health information, highly sensitive personal data, or other regulated data in a manner requiring special safeguards or contractual commitments unless OpsAVO has expressly agreed in writing to support that use.

11. Security and Your Responsibilities

OpsAVO uses reasonable administrative, technical, and organizational measures designed to protect the Services, but no system is completely secure or available at all times.

You are responsible for your own environment, devices, identity and access controls, staff training, backup practices, data classification, endpoint security, notice and consent practices, and compliance program.

You must promptly notify OpsAVO of any actual or suspected security incident, misuse, breach, fraud, or vulnerability related to your use of the Services.

12. Regulated Industries and Sensitive Data

Unless OpsAVO expressly agrees in writing otherwise, the Services are not intended to store or process data subject to sector-specific legal or contractual requirements that require specialized controls, certifications, or contractual terms, including without limitation protected health information, payment card data beyond our intended integrations, biometric identifiers, or highly sensitive government data.

If you use the Services in healthcare, medspa, dental, financial, employment, or other regulated contexts, you are solely responsible for determining whether the Services are appropriate for your use case and for implementing all required notices, consents, workflows, contracts, policies, and safeguards.

13. Suspension and Termination

OpsAVO may suspend, restrict, disable, or terminate your access to any or all Services immediately, with or without notice, if:

• you breach these Terms;
• we suspect fraud, abuse, unlawful conduct, spam, or security risk;
• a third-party provider or carrier requires it;
• you fail to pay amounts due;
• your use poses risk to OpsAVO, other customers, end users, or third parties; or
• continued operation is impractical, prohibited, or commercially unreasonable.

You may stop using the Services at any time. If you cancel, your cancellation will take effect at the end of the then-current paid term unless otherwise stated in your order form.

Upon termination, your rights under these Terms end immediately, but sections that by their nature should survive will survive, including payment obligations, disclaimers, limitations, indemnities, data and number provisions, dispute resolution, and general terms.

OpsAVO may delete or anonymize Customer Content after termination in accordance with our retention practices, except to the extent we are required or permitted to retain it.

14. Intellectual Property

The Services, including all software, interfaces, workflows, templates, documentation, designs, branding, models, prompts, tools, and related intellectual property, are owned by OpsAVO or its licensors and are protected by law.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

If you provide feedback, suggestions, ideas, or requests, you grant OpsAVO a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and exploit them without restriction or compensation.

15. Confidentiality

You may receive non-public information relating to the Services. You will protect OpsAVO confidential information using reasonable care and will not use or disclose it except as necessary to use the Services and comply with these Terms.

OpsAVO may use reasonable measures to protect Customer Content as described in our Privacy Policy and security materials.

16. Publicity

Unless you opt out in writing, OpsAVO may identify your business name and logo in customer lists and general marketing materials. We will not disclose your confidential information in doing so.

17. Indemnification

You will defend, indemnify, and hold harmless OpsAVO, its affiliates, and their officers, directors, employees, contractors, licensors, providers, and agents from and against any claims, demands, actions, investigations, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer Content;
• your use of the Services;
• your products, services, transactions, promotions, or communications;
• your breach of these Terms;
• your violation of law, regulation, carrier rule, or third-party right;
• your use of AI outputs, automations, calls, texts, recordings, or payment functionality; or
• any dispute between you and your customers, leads, employees, contractors, or end users.

OpsAVO may assume exclusive control of the defense of any matter subject to indemnification, in which case you will cooperate fully at your expense.

18. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPSAVO AND ITS PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, ERROR-FREE OPERATION, RESULTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.

OPSAVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA, MESSAGE, CALL, RECORDING, PAYMENT, OR OUTPUT WILL BE PRESERVED, DELIVERED, OR ACCEPTED.

OPSAVO IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THIRD-PARTY SERVICES, CARRIERS, PAYMENT PROCESSORS, AI PROVIDERS, INTERNET PROVIDERS, CLOUD PROVIDERS, DEVICE MAKERS, BROWSERS, APP STORES, OR YOUR USERS.

19. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. OPSAVO AND ITS AFFILIATES, LICENSORS, PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. THE AGGREGATE LIABILITY OF OPSAVO AND ITS AFFILIATES, LICENSORS, PROVIDERS, AND AGENTS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO OPSAVO FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

20. Release

To the maximum extent permitted by law, you release OpsAVO from claims, demands, and damages arising out of disputes between you and any third party, including your customers, prospects, staff, contractors, service providers, or end users.

21. Dispute Resolution, Arbitration, and Class Action Waiver

Please review this section carefully. It affects your legal rights.

21.1 Informal Resolution

Before filing a claim, each party agrees to try in good faith to resolve the dispute informally by written notice describing the issue and requested relief. Notice to OpsAVO must be sent to [email protected] and 2222 West Grand River Avenue, STE A, Okemos, MI 48864. If the dispute is not resolved within 30 days after notice, either party may proceed as set out below.

21.2 Binding Arbitration

Except for claims that qualify for small claims court, claims for injunctive relief, or claims relating to intellectual property or misuse of the Services, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis.

The arbitration will be administered by the American Arbitration Association under its applicable commercial arbitration rules. The arbitration will take place in Ingham County, Michigan, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Class Action Waiver

To the maximum extent permitted by law, you and OpsAVO agree that each may bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, collective, representative, or private attorney general proceeding.

21.4 Jury Trial Waiver

To the maximum extent permitted by law, each party waives any right to a jury trial in any action or proceeding permitted in court.

22. Governing Law

These Terms and any dispute between you and OpsAVO will be governed by the laws of the State of Michigan, without regard to conflict of law principles, except to the extent preempted by applicable federal law.

23. Export, Sanctions, and Compliance

You may not use the Services in or for the benefit of any country, person, or entity prohibited by applicable export control, sanctions, or trade laws. You represent and warrant that neither you nor your users are subject to applicable sanctions or export restrictions that would prohibit your use of the Services.

24. Changes to the Terms

OpsAVO may update these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, through the Services, by email, or by another reasonable method. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

25. General Terms

These Terms, together with any order forms, service-specific terms, data processing addenda, and policies incorporated by reference, form the entire agreement between you and OpsAVO regarding the Services and supersede prior or contemporaneous agreements on that subject.

If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

You may not assign these Terms without OpsAVO's prior written consent. OpsAVO may assign these Terms without restriction.

No waiver is effective unless in writing. Failure to enforce a provision is not a waiver.

Nothing in these Terms creates a partnership, agency, joint venture, fiduciary, employment, or franchise relationship.

26. Contact

Questions about these Terms should be sent to: