Terms of Service

These Terms of Service ("Terms") govern access to and use of the OpSyDian platform, website, and related services (collectively, the "Service"), provided by BNMA, a California corporation ("OpSyDian," "we," "us," or "our").

By accessing the Service, signing an order form referencing these Terms, or clicking to accept, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" and "Customer" refer to that organization.

1. The Service

OpSyDian is an operations platform that connects to a customer's INxSQL ERP deployment on a read-only basis and provides project management, task management, document organization, and related workspace functionality using data synchronized from that ERP. Certain capabilities are offered as separately licensed modules, as identified in your order form.

We may modify, add, or remove features over time. We will not make a material reduction in core functionality during a paid subscription term without notice to you.

2. Accounts and access

You are responsible for:

• Maintaining the confidentiality of credentials used to access the Service
• All activity occurring under your accounts
• Ensuring that each user is a member of your organization or an authorized contractor, and that users comply with these Terms
• Promptly notifying us through the contact form at https://opsydian.io/contact of any suspected unauthorized access

You must be at least 18 years old and legally capable of entering into contracts. The Service is intended for business use only and is not directed to consumers or to children. The Service is offered solely for use within the United States. We make no representation that the Service is appropriate or available for use outside the United States, and you may not access it from, or use it in, any jurisdiction where doing so would violate local law.

3. ERP connection and Customer Data

3.1 Definition. "Customer Data" means all data, records, and content that you or your users submit to the Service, or that the Service retrieves from your INxSQL deployment or other systems you connect.

3.2 Ownership. As between the parties, you own and retain all rights in Customer Data. We claim no ownership of it.

3.3 License to us. You grant us a limited, non-exclusive license to host, copy, transmit, process, and display Customer Data solely to provide, secure, and support the Service, and to comply with law.

3.4 Your authority. You represent that you have all rights and permissions necessary to connect your INxSQL deployment to the Service and to allow us to process Customer Data as described. You are responsible for the accuracy and legality of Customer Data.

3.5 Read-only access. The Service connects to your INxSQL deployment on a read-only basis. It does not write to, modify, or delete data in your ERP. Your ERP remains your system of record. You are responsible for configuring the scope of access granted to the Service and for reviewing permissions granted to your users. You should maintain independent backups of your ERP data. We are not a backup service and the Service is not a substitute for your own ERP backup and disaster recovery practices.

3.6 Aggregated data. We may generate and use aggregated, de-identified statistical data derived from operation of the Service, provided such data does not identify you, your users, your customers, or your business, and is not capable of being reverse-engineered to do so.

4. Acceptable use

You will not, and will not permit any user to:

• Use the Service in violation of applicable law
• Attempt to gain unauthorized access to the Service or its underlying systems
• Reverse engineer, decompile, or attempt to derive source code, except where such restriction is prohibited by law
• Resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted in an order form
• Introduce malware or code intended to disrupt the Service
• Use the Service to store or transmit material that infringes third-party rights
• Conduct penetration testing, load testing, or vulnerability scanning without our prior written consent
• Submit to the Service any data subject to HIPAA, PCI-DSS, or comparable regulated-data regimes, unless we have agreed in writing in advance

We may suspend access without prior notice if we reasonably believe continued access poses a security risk, violates law, or threatens the integrity of the Service. We will restore access promptly once the issue is resolved.

5. Fees and payment

Fees, billing frequency, and subscription term are set out in the applicable order form or plan you select.

• Fees are stated in U.S. dollars and are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income
• Invoices are due within 30 days of the invoice date
• Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law
• Except as expressly stated in these Terms or required by law, fees are non-refundable
• We may change pricing effective as of a renewal term with at least 60 days' prior notice

6. Term, renewal, and termination

6.1 Term. These Terms begin when you first access the Service and continue for the subscription term stated in your order form, renewing automatically for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

6.2 Termination for cause. Either party may terminate for the other's material breach if the breach remains uncured 30 days after written notice.

6.3 Effect of termination. Your right to access the Service ends. We will make Customer Data available for export for 30 days following termination, after which we may delete it in accordance with our retention practices and the Privacy Policy. Sections that by their nature should survive — including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

7. Intellectual property

We and our licensors own all rights in the Service, including its software, design, documentation, and trademarks. These Terms grant you a limited, non-exclusive, non-transferable right to access and use the Service during the term, and no other rights.

If you provide feedback or suggestions, we may use them without restriction or obligation to you.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisors bound by comparable obligations. This does not apply to information that is public through no fault of the receiver, independently developed, or lawfully received from a third party. A party may disclose confidential information where legally compelled, giving prompt notice where lawful.

9. Third-party systems

The Service integrates with INxSQL and may integrate with other third-party systems. We are not affiliated with, endorsed by, or sponsored by INxSQL or its publisher, and references to INxSQL are for identification of compatibility only. All trademarks are the property of their respective owners.

We are not responsible for third-party systems, their availability, their changes, or their effect on the Service. Your use of any third-party system is governed by your agreement with that provider.

INxSQL compatibility. Notwithstanding the above, if an update to INxSQL causes the Service to stop synchronizing correctly, we will correct the Service at no additional charge to you as part of your subscription. This commitment does not apply where INxSQL discontinues the product, removes database access, or makes changes that cannot be accommodated without a redesign of the Service, in which case we will notify you and either party may terminate for convenience with a pro-rata refund of prepaid unused fees. For third-party systems other than INxSQL, we will use commercially reasonable efforts to adapt to changes but do not guarantee continued interoperability.

10. Warranties and disclaimers

We warrant that the Service will perform materially in accordance with its documentation. Your exclusive remedy for breach of this warranty is correction of the non-conformity or, if we cannot do so within a reasonable period, termination and a pro-rata refund of prepaid unused fees.

Except as expressly stated above, the Service is provided "as is." To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty of uninterrupted or error-free operation. We do not warrant that the Service will detect every error in synchronized data.

Early release. You acknowledge that the Service is in early release and may contain defects. We will correct defects that we identify or that you report, prioritized by severity as described in Section 15. Our documentation describes current functionality and is updated as the Service develops.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss or corruption of data, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to us in the 12 months preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; either party's indemnification obligations; breach of confidentiality; or liability that cannot be limited by law.

12. Indemnification

By us. We will defend you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual property rights, and pay damages finally awarded or amounts in an approved settlement. This does not apply to claims arising from Customer Data, third-party systems, or modifications not made by us.

By you. You will defend us against third-party claims arising from Customer Data, your breach of Section 4, or your violation of law, and pay damages finally awarded or amounts in an approved settlement.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

13. Changes to these Terms

We may update these Terms. For material changes, we will provide at least 30 days' notice by email or in-product notice before they take effect. Continued use after the effective date constitutes acceptance. If you object to a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees.

14. General

Governing law. These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in San Diego County, California.

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Entire agreement. These Terms, together with any order form and the Privacy Policy, are the entire agreement between the parties and supersede prior discussions. In case of conflict, a signed order form controls over these Terms.

Severability and waiver. If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver of it.

Notices. Notices to us go to the mailing address below. Notices to you go to the email associated with your account.

15. Support and service commitments

15.1 Response. We will respond to support requests submitted through the contact form or your designated support channel by the end of the next business day, and on the same business day where an issue prevents normal use of the Service.

15.2 Prioritization. Issues preventing normal use of the Service, or causing synchronization to stop, receive priority over issues with an available workaround, which in turn receive priority over cosmetic issues. Response is not resolution; resolution times depend on the nature of the defect.

15.3 What support covers. Support covers defects in the Service, failures or degradation of the INxSQL synchronization, and errors arising from our software. Support does not cover correction of data that was entered incorrectly in your ERP or in another system of yours, training beyond what is included in your order form, or work that constitutes new development.

15.4 Bridge reinstallation. If you migrate, replace, or re-host the server on which the INxSQL connector is installed, we will reinstall and reconfigure the connector at no additional charge, on a mutually agreed schedule.

15.5 Improvements and new modules. Improvements, fixes, and enhancements to platform functionality you already license are provided at no additional cost. New capability modules are licensed separately at the then-current rates and are identified in an order form.

16. Custom development

16.1 Scope and quotation. Custom modules, reports, integrations, and other development work are scoped and quoted in writing before work begins. No custom work is undertaken without your written approval of the scope and fee.

16.2 Ownership. We retain all right, title, and interest in all software, modules, reports, and other work product developed under a custom development engagement, including all intellectual property rights therein. You receive a non-exclusive, non-transferable license to use the work product for your internal business purposes.

16.3 Exclusive use period. For ninety (90) days following your acceptance of custom work product, we will not make that work product, or substantially similar functionality, available to any other customer.

16.4 Platform incorporation. After the exclusive use period ends, we may incorporate the work product into the standard OpSyDian platform and make it available to other customers. Where the fee for the work reflected this right, no refund, credit, or additional payment is due to you upon incorporation.

16.5 Continuing license at no module fee. Where you have funded development of work product that is later incorporated into the standard platform, your license to use that work product continues at no additional module fee for the duration of your subscription.

16.6 Exclusive alternative. You may elect permanent exclusivity in place of Sections 16.3 through 16.5, at the exclusive development rate stated in the applicable quotation. Where you so elect, we will not make the work product available to any other customer.

16.7 Warranty. Custom work product is warranted to perform as specified in the approved scope for ninety (90) days following your acceptance. We will correct non-conforming work product at no charge within that period. Requirements identified after acceptance are quoted as new work.

17. Contact

BNMA, 2292 Faraday Ave #59, Carlsbad, CA 92008

Or contact us through the contact form at https://opsydian.io/contact.