Operative

1. Acceptance of Terms

Subject to these Terms and Conditions (this "Agreement"), The Operative Co., Inc. ("Operative", "we", "us" and/or "our") provides access to Operative (the "Service"). By accessing or using the "Service", you acknowledge that you have read, understand, and agree to be bound by this Agreement. If you do not agree to these terms, please do not use the Service.

2. Service Description

The Service is a cloud-hosted platform prototype that stores and processes customer data. The Service is provided as a prototype for testing and evaluation purposes and is not intended for production use. The Service may be provided on a subscription, usage, or free trial basis and is subject to the limitations and warranties described herein. We offer the Service at our sole discretion. We may change the terms and conditions applicable to the Service or discontinue offering the Service at any time.

3. License and Restrictions

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your committee or personal purposes in accordance with the Agreement and any applicable Service plan.

You may not:

Modify, reverse engineer, or decompile the Service
Use the Service for any unlawful purpose
Attempt to gain unauthorized access to any portion of the Service or other users' accounts or data
Remove or alter any proprietary notices or labels
Use the Service to create a competing product or service
Exceed usage limits specified in your Service plan
Use the Service to transmit malware, spam, or malicious code
Violate any applicable data protection or privacy laws

4. User Content and Data

4.1 Your Content

You retain all ownership rights to any data, files, or content you upload, store, or process through the Service ("Customer Data").

4.2 License to Process Your Data

By uploading Customer Data to the Service, you grant us a limited, worldwide, non-exclusive license to host, store, process, and transmit your Customer Data solely for the purpose of providing the Service to you and as otherwise described in our Privacy Policy.

4.3 Account Information, Data Storage and Retention

We store account information (such as email address, username, authentication credentials, and billing information) necessary for account creation, authentication, and service delivery purposes. Customer Data you upload to the Service is stored on our secure cloud servers. We will retain your Customer Data for as long as your account is active or as needed to provide you the Service. Upon account termination, we will delete or anonymize your Customer Data within 90 days, unless retention is required by law.

4.4 Data Security

We implement industry-standard security measures to protect your Customer Data. Our Service is hosted on enterprise-grade cloud infrastructure provided by third-party hosting services, and we are happy to provide a copy of their terms and conditions upon written request. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security. Our security is dependent on the security measures implemented by our infrastructure providers.

4.5 Data Backup

This is a prototype service, so backup procedures may not be fully comprehensive. You are responsible for maintaining your own backup copies of all critical data. We are not liable for any data loss, corruption, or unavailability.

4.6 Your Responsibilities

You are solely responsible for:

The accuracy, quality, and legality of your Customer Data
The means by which you acquired Customer Data
Ensuring you have all necessary rights and permissions to upload and process Customer Data through the Service
Compliance with all applicable laws regarding your Customer Data, including data protection and privacy laws
Maintaining the confidentiality of your account credentials

Operative reserves the right to access your account in order to respond to your requests for technical support.

4.7 Prohibited Data

You may not upload or process through the Service:

Content that infringes intellectual property rights
Content that violates any applicable law or regulation
Malware, viruses, or malicious code
Content that promotes illegal activities, violence, or harm

4.8 Data Privacy and Compliance

We collect and process data in accordance with our Privacy Policy and applicable data protection laws and other relevant regulations. Our detailed data processing practices are described in our Data Processing Agreement (DPA).

5. Intellectual Property

5.1 Ownership

As between you and Operative, Operative retains all right, title and interest in and to the Service, including all software, algorithms, design elements, user interface, documentation, and other intellectual property and moral rights related thereto or created, used, or provided by Operative for the purposes of this Agreement. We claim no ownership rights over your Customer Data. All rights to Customer Data remain with you.

5.2 Feedback

Any feedback, suggestions, or ideas you provide about the Service may be used by us without any obligation to you.

6. Service Availability and Support

6.1 Uptime

As a prototype service, we do not guarantee specific uptime targets. We strive to maintain reasonable availability of the Service, but interruptions may occur. Service Level Agreements (SLAs) are not available for prototype services.

6.2 Maintenance

We may perform scheduled and emergency maintenance that may result in temporary service interruptions. We will provide advance notice of scheduled maintenance when reasonably possible. Our infrastructure provider may also perform maintenance that affects service availability.

6.3 Support

Support services for this prototype may be limited. Support levels, response times, and availability are provided on a best-effort basis and may not be guaranteed.

7. Fees and Payment

7.1 Subscription Fees

You agree to pay all fees associated with your Service plan. Fees are billed in advance on a recurring basis (monthly, annually, or as specified in your plan). We reserve the right to change our fees upon 30 days' notice. Continued use of the Service after the notice period constitutes acceptance of the new fees. All fees are exclusive of taxes. You are responsible for paying all applicable taxes associated with your use of the Service.

7.2 Payment Terms

Payment is due according to the billing cycle specified in your Service plan. We accept payment via credit card, debit card, or other payment methods we may offer. You authorize us to charge your payment method for all applicable fees. If payment is not received when due, we may suspend or terminate your access to the Service. Late payments may be subject to interest charges of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Fees are non-refundable except as required by law or as expressly stated in this Agreement. We do not provide refunds or credits for partial months or years of service.

8. Warranties and Disclaimers

8.1 Service Warranty

As a prototype service, we make reasonable efforts to ensure the Service performs substantially in accordance with our published documentation under normal use. However, this warranty is limited and does not cover issues caused by the prototype nature of the Service, misuse, unauthorized modifications, or factors outside our reasonable control.

8.2 Disclaimer of Other Warranties

AS A PROTOTYPE SERVICE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability or fitness for a particular purpose
Warranties that the Service will be uninterrupted, secure, or error-free
Warranties regarding the accuracy or reliability of results
Warranties that all defects will be corrected
Warranties that the Service will meet your specific requirements
Warranties regarding the suitability of the Service for production use

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

Any indirect, incidental, special, consequential, or punitive damages
Political or electoral consequences
Loss of profits, revenue, business opportunities, or goodwill
Loss of data (except as provided in Section 9.3)
Service interruptions or errors
Costs of procurement of substitute services
Any damages arising from your use or inability to use the Service

9.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO USE THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

Your use of the Service
Your violation of this Agreement
Your violation of any third-party rights
Your Customer Data or your processing of Customer Data through the Service
Any claim that your Customer Data infringes or violates any third-party rights

11. Data Processing and Subprocessors

11.1 Data Processing

We process Customer Data as a data processor on your behalf (or as a service provider under CCPA). You are the data controller (or business under CCPA) and are responsible for complying with all applicable data protection laws.

11.2 Subprocessors

We use third-party subprocessors to provide the Service, which may include:

Cloud hosting and infrastructure providers for service delivery and data storage
Database service providers for data storage and management
Payment processors for billing and subscription management
Analytics services for service improvement
Email service providers for communications

Our infrastructure is hosted on enterprise-grade cloud platforms that may utilize multiple data centers across various geographic regions. A current list of our primary subprocessors is available upon request. We will notify you of any material changes to our subprocessors with reasonable advance notice (at least 30 days when practicable).

11.3 Data Processing Agreement

For customers subject to data protection regulations, a Data Processing Agreement (DPA) is available upon written request.

11.4 International Data Transfers

Customer Data is stored and processed using cloud infrastructure that may be located in multiple geographic regions. Data may be transferred to and processed in countries other than your country of residence, including but not limited to the United States and other jurisdictions where our infrastructure providers maintain data centers.

We implement appropriate safeguards for international data transfers as required by applicable law, including:

Standard Contractual Clauses (SCCs) where required for transfers from the EEA, UK, or Switzerland
Reliance on adequacy decisions where applicable
Other transfer mechanisms as permitted by law

Our infrastructure providers maintain compliance certifications including SOC 2, ISO 27001, and other relevant security and privacy standards. Upon request, we can provide information about our infrastructure providers' compliance certifications and data processing locations.

12. Termination

You may terminate your account at any time by contacting us and requesting that your account be closed. Termination is effective at the end of your current billing period. You remain responsible for all fees incurred through the end of the billing period. Due to the prototype nature of this service, we may suspend or terminate your access to the Service without cause.

Upon termination:

Your license to use the Service ends immediately
Your access to the Service and Customer Data will be disabled
You will have 30 days to export your Customer Data before it is deleted
We will delete your Customer Data within 90 days of termination, except as required by law
You remain liable for all fees incurred prior to termination
Provisions that should survive termination will remain in effect (including Sections 4.1, 5, 9, 10, 14)

13. Changes to Terms

We reserve the right to modify this Agreement at any time. Material changes will be communicated via email or through a notice on the Service at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the modified Agreement. If you do not agree to the modified Agreement, you must terminate your account.

14. Changes to Service

As a prototype, the Service may be modified, updated, or discontinued at any time without prior notice or liability. Features may be added, changed, or removed as we continue to develop and test the Service. We may transition the Service from prototype to production status, which may result in changes to features, pricing, or terms.

15. Third-Party Services and Integrations

The Service may integrate with or link to third-party services, applications, or websites. We are not responsible for third-party content, services, practices, or terms of service. Your use of third-party services is subject to their respective terms and conditions. You are responsible for reviewing and complying with third-party terms.

16. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, product or financial information or data relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Operative includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public personal data provided by you to Operative to enable the provision of the Services and that you upload to the Services (collectively, "Your Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

17. Export Compliance

You agree to comply with all applicable export and import laws and regulations in your use of the Service. You represent that you are not located in a country subject to embargo and are not on any government list of prohibited or restricted parties.

18. General Provisions

18.1 Governing Law

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

18.2 Dispute Resolution

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as modified by this Agreement. The arbitration shall be conducted in Wilmington, Delaware before a single arbitrator.

Class Action Waiver: You agree that any arbitration or legal proceeding shall be conducted on an individual basis only and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Small Claims Exception: Either party may bring an individual action in small claims court if the claim qualifies.

Injunctive Relief Exception: We may seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights, confidential information, or to prevent unauthorized access to the Service. In any action for injunctive relief, the party whose conduct is determined to have necessitated such action shall pay all attorneys' fees, costs, and expenses incurred by the prevailing party.

Arbitration Costs: Each party shall bear its own attorneys' fees and costs in arbitration, except that the prevailing party may be awarded reasonable attorneys' fees and costs at the arbitrator's discretion.

18.3 Severability

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

18.4 Entire Agreement

This Agreement, together with our Privacy Policy, Data Processing Agreement (if applicable), and any Service-specific terms, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.

18.5 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

18.6 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

18.7 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to the contact information provided in Section 19.

18.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet service provider failures, or failures of third-party hosting or infrastructure providers.

18.9 Relationship of Parties

You and we are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.

18.10 No Third-Party Beneficiaries

This Agreement is for the benefit of you and us only and does not create any third-party beneficiary rights.

19. Contact Information

For questions about this Agreement or the Service, please contact:

The Operative Company, Inc.
Email: support@operative.vote

20. Prototype-Specific Terms

20.1 Prototype Status

This Service is provided as a prototype for testing and evaluation purposes. You acknowledge and agree that:

The Service is not intended for production use or mission-critical applications
Features and functionality may change without notice
The Service may contain bugs, errors, or incomplete features
Data backup and recovery capabilities may be limited
Service availability and performance are not guaranteed
We may discontinue the Service at any time

20.2 No Production Use

You agree not to use this prototype Service for:

Production environments or live customer-facing applications
Mission-critical operations or applications where failure could cause harm
Processing of highly sensitive or regulated data (unless you accept the associated risks)
Applications requiring guaranteed uptime or performance

20.3 Testing Purpose

The Service is provided for testing, evaluation, and feedback purposes. We encourage you to provide feedback to help improve the Service before any potential production release.

20.4 Transition to Production

We reserve the right to transition the Service from prototype to production status. If we do so:

We will provide notice of the transition
Terms, pricing, and features may change
You will have the option to continue using the Service under new terms or to discontinue use

20.5 Data Retention Risk

While we implement reasonable data storage and backup practices, the prototype nature of the Service means data loss is possible. You must maintain your own backups of all important data.

20.6 Free Trials and Free Plans

If we offer a free trial or free plan:

Free trials automatically convert to paid subscriptions unless you cancel before the trial ends
We may limit features, storage, or usage on free plans
We may discontinue free plans or trials at any time
All other terms apply to free trials and free plans

20.7 Beta Features

We may offer beta or experimental features. Beta features:

Are provided "as is" without warranties
May be changed or discontinued without notice
May have limited or no support
Should not be used for production or critical workloads

20.8 Service Level Agreement (SLA)

Service Level Agreements (SLAs) are not available for this prototype Service. Uptime, performance, and availability are not guaranteed.

20.9 API Usage

If you access the Service via our API:

You must comply with our API usage policies and rate limits
We may change, deprecate, or discontinue API endpoints with reasonable notice
You are responsible for your application's compliance with this Agreement
API access may require separate authentication credentials

20.10 User Accounts and Team Access

You are responsible for all activity under your account
You may not share login credentials

By using this Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.