Terms of Service

1. Introduction and Acceptance

These Terms of Service (the “Terms”) govern access to and use of the IntelliOps platform (the “Service”), operated by E Origins LLC (“IntelliOps,” “we,” “us”). By creating an account, accepting an invitation, or otherwise accessing the Service, the customer organization (“Customer”) and each individual user acting on Customer's behalf (each a “User”) agree to these Terms.

If you are accepting these Terms on behalf of a Customer, you represent that you have authority to bind that Customer. If you do not have that authority, do not use the Service.

2. Definitions

• “Service” means the IntelliOps web application, APIs, mobile-web surfaces, and associated software made available by IntelliOps, including the tour-management mode and any concierge support delivered under these Terms.
• “Customer” means the organization that has entered into these Terms — for example, a tour-management entity, festival producer, or production company.
• “User”means a natural person authorized by Customer to access the Service, including tour managers, production assistants, crew, talent, vendors, and other individuals invited via the Service's invitation flow.
• “Tour Data” means data submitted to or generated within the Service on behalf of Customer, including tour itineraries, show schedules, personnel rosters, credentials, soundcheck records, check-ins, radio transcripts, and operational notes.
• “Personal Data” has the meaning set out in the Data Processing Addendum referenced in Section 13.
• “AUP” means the Acceptable Use Policy located alongside these Terms.

3. License Grant

Subject to Customer's compliance with these Terms, IntelliOps grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Service for Customer's internal operational purposes — i.e., running tours, festivals, and related production work.

This license does not include any right to: (a) resell, rent, lease, or otherwise commercially exploit the Service; (b) build a competing service; (c) reverse engineer, decompile, or extract the underlying source code or models, except where such restriction is prohibited by applicable law; or (d) use the Service in violation of the AUP.

4. Acceptable Use

Customer and its Users must comply with the AUP at all times. The AUP is incorporated into these Terms by reference. Material breach of the AUP is a material breach of these Terms.

5. Customer Obligations

Customer is responsible for:

• Account security. Keeping login credentials, invitation tokens, and API keys confidential. Customer must notify IntelliOps promptly at support@intelliops.live upon learning of any unauthorized access.
• User management.Inviting and de-provisioning Users on a timely basis. When a User leaves Customer's organization, Customer should revoke that User's access within a reasonable period (we recommend within twenty-four (24) hours for safety-critical roles).
• Data accuracy. Ensuring Tour Data submitted to the Service is accurate and that Customer has the legal right to submit it, including contact information for crew, talent, and vendors.
• Lawful use. Using the Service in compliance with applicable laws — including labor, privacy, telecommunications (SMS / 10DLC), export control, and venue-specific regulations.
• End-user notice. Where Customer collects Personal Data from Users, Customer is responsible for providing whatever notices and obtaining whatever consents its applicable law requires.

6. IntelliOps's Obligations

Subject to the disclaimers in Section 8, IntelliOps will:

• Provide the Service with commercially reasonable care. This is not a five-nines SLA. IntelliOps does not guarantee uninterrupted availability; planned maintenance, third-party outages, and unforeseen incidents may cause downtime.
• Apply commercially reasonable security practices, including encryption of data in transit, encryption of data at rest where supported by the underlying infrastructure, role-based access controls, and tamper-evident audit logging.
• Promptly notify Customer of confirmed security incidents that affect Customer's Personal Data, on the timeline specified in the Data Processing Addendum.

IntelliOps does not guarantee that the Service will be free of bugs, errors, or model hallucinations. Customers must exercise human judgment on safety-critical decisions.

7. Fees and Payment

The Service is being offered to Customer under a concierge engagement. Commercial terms — including any fees, payment schedule, and scope of concierge support — are set out in a separate bilateral written agreement between IntelliOps and Customer (the “Engagement Letter”). To the extent these Terms and the Engagement Letter conflict on commercial terms, the Engagement Letter controls.

For the v1 / pilot release of the tour-management add-on, IntelliOps does not charge a recurring license fee. IntelliOps reserves the right to introduce paid tiers after the pilot, on notice of at least thirty (30) days.

Customer is responsible for any taxes other than IntelliOps's net-income taxes.

8. Warranty Disclaimer

The Service is provided “as-is” and “as available.” To the maximum extent permitted by applicable law, IntelliOps disclaims all warranties, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

IntelliOps makes no warranty that the Service will meet Customer's requirements, operate without interruption, or be free of error or inaccuracy. AI-generated outputs — including transcriptions, summaries, and operational suggestions — are provided for human review and are not a substitute for professional judgment or licensed expertise.

9. Limitation of Liability

Cap.Except for the carve-outs below, each party's total cumulative liability arising out of or relating to these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the greater of (a) the total fees paid by Customer to IntelliOps in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100) if no fees have been paid.

Consequential damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.

Carve-outs. The cap and the consequential-damages exclusion do not apply to:

• a party's gross negligence or willful misconduct;
• a party's breach of its confidentiality obligations under Section 14;
• Customer's payment obligations (once fees become applicable); or
• a party's indemnification obligations under Section 10.

10. Indemnification

By IntelliOps.IntelliOps will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes such third party's intellectual property rights, and will pay damages and reasonable attorneys' fees finally awarded against Customer or agreed in settlement, provided that Customer (a) promptly notifies IntelliOps of the claim, (b) gives IntelliOps sole control of the defense and settlement, and (c) reasonably cooperates.

By Customer.Customer will defend IntelliOps against any third-party claim arising out of (a) Tour Data, including claims that Tour Data infringes a third party's rights or violates applicable law, (b) Customer's or its Users' breach of the AUP, or (c) Customer's failure to obtain required consents from individuals whose Personal Data is processed in the Service.

11. Term and Termination

Term.These Terms begin on Customer's first access to the Service and continue until terminated as set out below.

Termination for convenience. Either party may terminate these Terms on thirty (30) days' written notice (email to a designated representative is sufficient).

Termination for cause. Either party may terminate immediately on written notice if the other party commits a material breach and fails to cure within fifteen (15) days of written notice, or commits a breach that is not curable.

Effect of termination. On termination:

• Customer's access to the Service ends.
• Tour Data will be retained for ninety (90) days to allow Customer-initiated export, then deleted in accordance with the Data Processing Addendum, except where IntelliOps is required to retain data for legal hold or fraud-prevention purposes.
• Sections 8, 9, 10, 12, 14, 15, and these survival provisions survive termination.

12. Data Ownership and License

Customer owns Tour Data. As between the parties, Customer retains all right, title, and interest in and to Tour Data, including Personal Data of its Users.

License to IntelliOps. Customer grants IntelliOps a limited, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Tour Data solely to (a) provide and operate the Service for Customer, (b) prevent and respond to security incidents and abuse, (c) comply with applicable law, and (d) subject to Customer's opt-out, generate anonymized, aggregated, or de-identified data to improve IntelliOps's models and Service.

Model-training opt-out. Customer may opt out of clause (d) at any time by sending written notice to support@intelliops.live. IntelliOps will not use Tour Data to train models for any third party.

13. Personal Data and Data Processing

The processing of Personal Data is governed by the Data Processing Addendum (“DPA”). The DPA forms part of these Terms. To the extent of any conflict on data-protection matters, the DPA controls. Contact us at support@intelliops.live to request a copy of the DPA.

14. Confidentiality

Each party may receive non-public information from the other marked confidential or that a reasonable person would understand to be confidential. Tour Data is Customer's Confidential Information. IntelliOps's non-public technical, security, and pricing information is IntelliOps's Confidential Information.

The Receiving Party will protect Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care. Confidentiality obligations survive for three (3) years after termination, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties will attempt in good faith to resolve any dispute through informal discussion. If a dispute is not resolved within thirty (30) days, the dispute will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction and venue there.

16. Miscellaneous

• Notices. Notices to IntelliOps must be sent to support@intelliops.live. Notices to Customer may be sent to the email address associated with Customer's administrator account. Notices are effective on receipt.
• Assignment.Neither party may assign these Terms without the other's prior written consent, except to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
• Entire agreement. These Terms, the AUP, the DPA, and any Engagement Letter constitute the entire agreement between the parties regarding the Service.
• Modifications.IntelliOps may update these Terms on thirty (30) days' notice to Customer. Continued use of the Service after the effective date constitutes acceptance.