Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “your”) and Opterra Systems LLC (“Opterra,” “we,” “us,” or “our”) governing your access to and use of the Opterra website, platform, applications, and services (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Opterra provides a customer loyalty platform that enables businesses to create and manage loyalty programs, including:

• Digital loyalty passes for Apple Wallet and Google Wallet.
• Member management and relationship modeling tools.
• Point earning, redemption, and tier management systems.
• Integrations with third-party platforms (e.g., GoHighLevel, MedusaJS).
• Analytics and reporting dashboards.
• PWA-based scanning application for point-of-sale use.

3. User Accounts

3.1 Account Creation

To use certain features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 Account Requirements

You must be at least 18 years old and have the legal authority to enter into these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Subscription and Payment

4.1 Subscription Plans

Access to certain features of our Services requires a paid subscription. Subscription plans and pricing are described on our website and may change from time to time.

4.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. You authorize us to charge your payment method for all fees incurred.

4.3 Free Trials

We may offer free trials. At the end of a trial period, your subscription will automatically convert to a paid subscription unless you cancel before the trial ends.

4.4 Refunds

Subscription fees are non-refundable except as required by law or as explicitly stated in these Terms. If you cancel your subscription, you will continue to have access until the end of your current billing period.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights.
• Engage in fraudulent, deceptive, or misleading activities.
• Transmit malware, viruses, or other malicious code.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to any part of the Services.
• Scrape, harvest, or collect information about other users without consent.
• Use the Services to send spam or unsolicited communications.
• Impersonate any person or entity, or falsely represent your affiliation.
• Use the Services in any way that could damage Opterra's reputation.

6. Customer Data

6.1 Your Data

You retain all rights to the data you input into the Services (“Customer Data”). You grant Opterra a limited license to use Customer Data solely to provide and improve the Services.

6.2 Data Responsibility

You are responsible for ensuring that you have the right to input Customer Data into the Services and that such use complies with applicable laws, including data protection regulations.

6.3 Data Security

We implement reasonable security measures to protect Customer Data. However, you acknowledge that no system is completely secure and agree to take your own precautions to protect sensitive information.

7. Intellectual Property

7.1 Opterra's Intellectual Property

The Services, including all content, features, and functionality, are owned by Opterra and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our prior written consent.

7.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Opterra a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation to you.

8. Third-Party Services

The Services may integrate with or contain links to third-party services (e.g., GoHighLevel, MedusaJS, Apple Wallet, Google Wallet). We are not responsible for the content, privacy practices, or terms of any third-party services. Your use of third-party services is at your own risk and subject to their respective terms.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTERRA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

IN NO EVENT SHALL OPTERRA'S TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID TO OPTERRA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Opterra and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of any rights of another party, including intellectual property rights.
• Your Customer Data or the use thereof.

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting us or using the account settings in the Services. Termination will be effective at the end of your current billing period.

12.2 Termination by Opterra

We may suspend or terminate your access to the Services at any time, with or without cause, including for violation of these Terms. We will provide notice where reasonably practicable.

12.3 Effect of Termination

Upon termination, your right to use the Services will cease immediately. We may delete your Customer Data within 30 days of termination, unless we are required to retain it for legal purposes. Provisions that by their nature should survive termination will survive.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles.

13.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Portland, Oregon.

13.3 Class Action Waiver

You agree to resolve any disputes with Opterra on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the “Last updated” date. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Opterra regarding the Services.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms without restriction.

16. Contact Us

If you have any questions about these Terms, please contact us at: