Terms of Service

1. Agreement

• Who these terms are between. These Terms of Service ("Terms") are an agreement between Operon Solutions, Inc. ("Operon", "we", "us") and:
  • the organization that subscribes to our Services (the "Customer")
  • each person who uses them (a "User")
• Accepting for a company. If you accept these Terms for a company, you confirm that you have authority to bind it.
• Signed agreements take priority. If the Customer has an order form, quote or agreement signed with Operon (an "Order"), the Order controls wherever it differs from these Terms.

2. The Services

Operon provides web-based software for engineering documents. This includes the Operon P&ID platform and the Operon HVAC takeoff application, which supports drawing review, quantity takeoff, AI-assisted drafts and exports (the "Services").

We may improve or change the Services over time. Features marked as beta or preview are provided for evaluation and may change or be removed.

3. Accounts and access

1. Invitation only. Access is by invitation from Operon or from a Customer's workspace owner.
2. Signing in. Users sign in with a password, or with Google or Microsoft. Those providers' own terms apply to their services.
3. Personal accounts. Each account is for one named person. Do not share sign-in details.
4. Account security. You are responsible for activity under your account and for keeping your sign-in secure. Tell us promptly at hello@operonsolutions.com if you suspect unauthorized use.
5. Workspace owners manage their organization's members, roles and invitations. The Customer is responsible for its Users' compliance with these Terms.

4. Licenses, seats and fees

1. What the license covers. Subscriptions are licensed per organization, for the term, number of seats and fees in the Order, or as Operon confirms in writing.
2. What counts as a seat.
   • Each person with access to a workspace uses one seat.
   • A pending invitation holds a seat until it is accepted, revoked or expired.
3. More seats. Owners can request more seats in the Services. A change takes effect when Operon approves it, and fees change as agreed in the Order.
4. Payment. Fees are invoiced and due within 30 days unless the Order says otherwise. Fees do not include taxes, which the Customer pays where applicable.
5. When a subscription ends without renewal:
   • The workspace remains usable for the grace period in the Customer's license.
   • It then becomes read-only: Users can view and export their work, but cannot create or change it.
6. Suspension. We may suspend access for non-payment or for a material breach of these Terms, after notice where reasonable. A suspended workspace stays available to view and export.

5. Customer content

1. Ownership.
   • The Customer owns the drawings, documents and other materials it uploads (its "Content").
   • It also owns the takeoffs, reports and exports produced for it from that Content.
2. Our limited license. The Customer grants Operon a limited license to host, copy, process, transmit and display its Content. We use this license only to provide, secure and support the Services, as described in our Privacy Policy. This includes processing by our service providers, such as our AI provider.
3. No AI training. We do not use Customer Content to train AI models.
4. The Customer's responsibilities.
   • It has the rights it needs to upload its Content. For example, drawings may come from owners, architects or engineers.
   • Its use of that Content in the Services respects any confidentiality obligations it owes to others.

6. AI features and professional responsibility

1. AI results can be wrong. AI-generated takeoffs, counts, measurements, labels and suggestions may be incomplete or incorrect. They are drafts for review by qualified people.
2. Provisional quantities. Quantities measured from a printed drawing scale are provisional until checked.
3. The Customer decides. The Customer is solely responsible for reviewing all results before relying on them. That includes any bid, estimate, purchase, design or construction decision.
4. Not professional services. The Services are not engineering or other professional services, and do not replace the judgment of a qualified professional.
5. No accuracy guarantee. Operon does not guarantee the accuracy or completeness of any output.

7. Acceptable use

You agree not to:

• break any law, or infringe anyone's rights
• upload malicious code, or Content you don't have the right to use
• try to access another customer's data, or get around security, seat limits or usage limits
• reverse engineer the Services, except where the law expressly allows it
• resell, sublicense or provide the Services to others without our written agreement
• overload or disrupt the Services, or access them by automated means other than features we provide
• use the Services to build a competing product

8. Confidentiality

Each party will protect the other's non-public business information with reasonable care and use it only for this agreement. This does not apply to information that:

• is or becomes public through no fault of the receiving party
• was already known to the receiving party
• is independently developed by the receiving party
• must be disclosed by law, after notice to the other party where allowed

9. Feedback

If you send us suggestions or feedback, we may use them without any obligation to you.

10. Third-party services

The Services rely on third parties, including sign-in providers, hosting providers and AI providers. Our Privacy Policy lists them.

Where you use a third-party service directly, such as your Google or Microsoft account, its own terms apply. We remain responsible for how our service providers handle Customer Content on our behalf.

11. Availability and support

We use reasonable efforts to keep the Services available and to fix problems promptly. We may need to perform maintenance from time to time.

Any service hours, availability commitments or support levels are those stated in the Order.

12. Export and deletion

• Exporting. The Customer can export its Content during its subscription and during any grace or read-only period.
• Deletion. After that, we delete Customer Content as described in our Privacy Policy.

13. Disclaimers

Except as expressly stated in an Order, the Services are provided "as is" and "as available". To the extent permitted by law, Operon disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

14. Limitation of liability

To the extent permitted by law:

• No indirect damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data.
• Cap on liability. Each party's total liability under this agreement is limited to the fees the Customer paid or owed to Operon in the 12 months before the event giving rise to the claim.
• What the cap doesn't cover: the Customer's payment obligations, or either party's liability that cannot legally be limited.

15. Indemnity

The Customer will defend and indemnify Operon against third-party claims arising from:

• its Content
• its Users' breach of these Terms

Any further indemnities are those stated in the Order.

16. Term and termination

• How long these Terms apply. These Terms apply for as long as you use the Services.
• Termination for breach. Either party may end the subscription if the other materially breaches this agreement and does not fix the breach within 30 days of written notice.
• What survives. Sections 5, 8, 9 and 12 to 19 continue after termination.

17. Changes to these Terms

• How we notify you. We will post any changes on this page. If a change is significant, we will also notify workspace owners at least 30 days before it takes effect.
• Acceptance. Continuing to use the Services after a change takes effect means you accept it.
• Existing Orders. Terms in an existing Order do not change during its term without both parties' agreement.

18. Governing law

These Terms are governed by the laws of the State of California, United States. The state and federal courts located in San Francisco County, California have exclusive jurisdiction over any dispute, unless the law requires otherwise.

19. General

• Entire agreement. These Terms, the Order and the Privacy Policy are the entire agreement between the parties about the Services.
• Assignment. Neither party may assign this agreement without the other's consent. Either party may assign it to a successor in a merger or sale of its business.
• Events outside our control. Neither party is liable for delays caused by events beyond its reasonable control.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Notices to Operon go to hello@operonsolutions.com. Notices to the Customer go to its workspace owners' email addresses.

20. Contact

Operon Solutions, Inc.
131 Continental Dr, Suite 305
Newark, DE 19713, United States
hello@operonsolutions.com