Terms of Service

Last Updated: May 8, 2025

THE SUITEOP ONLINE TERMS OF USE (the “Terms of Use”) is entered into by and between SuiteOp Inc., a Delaware corporation with principal offices at 2093 Philadelphia Pike #5505, Claymont, DE 19703 (“SuiteOp”) and the individual or entity accepting this Agreement (“Customer”), each a “Party” and collectively the “Parties” hereto.

This Agreement governs Customer’s use of the SuiteOp Service and is effective on the date Customer signs the agreement. Customer’s subscription to use the SuiteOp Service will begin upon submission of an Order that is accepted by SuiteOp. SuiteOp reserves the right to modify or update this Agreement by posting a new version online, together with the “last revised” date.

You agree to be bound by SuiteOp’s Privacy Policy located at https://suiteop.com/privacy/ (the “Privacy Policy”), as it may be amended from time to time. Customer’s continued use of the Service constitutes acceptance of the most recent version of this Agreement.

KEY TERMS

• Effective Date: These Terms are effective as of the date of the last Cover Page signature (for parties executing a formal Order or agreement).
• Subscription Term: Shall begin on the Go-Live Date (the date the Software is first made available for Customer’s production use) and shall continue for twelve (12) months thereafter unless earlier terminated.
• Governing Law: These Terms are governed by the laws of Delaware, without regard to its conflict of laws rules.
• Chosen Courts: Any disputes shall be resolved exclusively in the courts located in Delaware (state or federal).
• Increased Cap Amount: The greater of $100,000 and 10x the General Cap Amount.
• General Cap Amount: 3.0 times the fees paid or payable by Customer to Provider in the 12-month period immediately preceding the claim.

Covered Claims

• Provider Covered Claims: Any action alleging that the Cloud Service violates or infringes upon anyone else’s intellectual property or proprietary rights.
• Customer Covered Claims: Any action alleging that (1) Customer Content violates anyone else’s intellectual property rights; or (2) results from Customer’s breach of Section 2.1.

1. Service

1.1 Access and Use. During the Subscription Period, Customer may access and use the Cloud Service and Documentation for its internal business purposes and for customer-facing purposes (SuitePortal), provided Customer complies with this Agreement.

1.2 Support. Provider will provide Technical Support as described in the Cover Page.

1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for protecting passwords/credentials. Customer must notify Provider of any compromised credentials. 'Users' refers to Customer's employees and agents, not guests.

1.4 Affiliates. Authorized Affiliates may access the Service under this Agreement. Separate Cover Pages create separate agreements for which Customer is not responsible.

1.5 Feedback and Usage Data. Customer gives Feedback “AS IS”. Provider may use Feedback and Usage Data to improve products, provided Usage Data is aggregated and de-identified. Provider will not use this data to compete with Customer.

1.6 Customer Content. Provider may use Customer Content (including name/trademarks) to provide and promote the Product. Customer assigns rights to Feedback to Provider.

1.7 Aggregated Data. Provider may freely use aggregated, de-identified data derived from Service use that cannot identify any individual.

2. Restrictions & Obligations

2.1 Restrictions on Customer. Customer will not:

1. Reverse engineer or discover source code/algorithms.
2. Sell, transfer, or sublicense the Product.
3. Remove proprietary notices.
4. Copy, modify, or create derivative works.
5. Conduct security/vulnerability tests without authorization.
6. Use the Product to develop a competing service.
7. Use the Product for High Risk Activities or illegal acts.

2.2 Suspension. Provider may suspend access if Customer is >30 days overdue on payments or breaches Section 2.1.

3. Professional Services

Provider will perform Professional Services as detailed in the Cover Page. Customer must reasonably cooperate.

4. Privacy & Security

4.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a Data Processing Agreement (DPA) with Provider. 4.2 Prohibited Data. Customer will not submit patient health information (HIPAA), financial account numbers, or SSNs unless authorized.

5. Payment & Taxes

5.1 Fees. Fees are in USD, exclusive of taxes, and generally non-refundable. 5.2 Payment. Payments are due within the Payment Period specified in the invoice. 5.3 Taxes. Customer is responsible for all duties and taxes (VAT, GST, etc.) except for Provider's income taxes. 5.4 Dispute. Good-faith disputes must be reported during the Payment Period.

6. Service Quantity Adjustments

Provider reserves the right to adjust fees if Customer increases usage (e.g., adding units or properties) during the Subscription Period.

7. Term & Termination

7.1 Subscription Period. Automatically renews unless notice of non-renewal is given. Includes a 30-day trial period. 7.2 Termination. Either party may terminate for uncured material breach (30 days notice) or insolvency. 7.3 Effect of Termination. Access ends immediately. Upon request, Provider will delete Customer Content within 60 days.

8. Disclaimer of Warranties

Provider does not guarantee the Product will be error-free or uninterrupted. All implied warranties of merchantability and fitness for a particular purpose are disclaimed to the maximum extent permitted by law.

9. Limitation of Liability

9.1 Liability Caps. Limited to the General Cap Amount or Increased Cap Amount for specific claims. 9.2 Damages Waiver. Neither party is liable for lost profits, consequential, or indirect damages.

10. Indemnification

Provider protects Customer against IP infringement claims related to the Cloud Service. Customer protects Provider against claims related to Customer Content or breach of use restrictions.

11. Confidentiality

Recipient will only use Confidential Information to fulfill obligations and will protect it with a reasonable standard of care.

12. General Terms

This Agreement represents the entire agreement between the parties. Disputes will be settled in the Chosen Courts under Delaware law.

13. Contacting SuiteOp

You may contact SuiteOp by email at: [email protected]