Terms of Service

Agreement Overview

These Terms of Service (“Agreement”) govern access to and use of the PlaybookOps platform (“Platform”) provided by PlaybookOps, LLC, an Idaho limited liability company (“PlaybookOps,” “we,” “us,” or “our”).

By accessing or using the Platform, you agree to be bound by this Agreement.

If you access the Platform on behalf of a company or organization (“Customer”), you represent and warrant that you have authority to bind that entity. In such case, “Customer” refers to that entity, and the entity is legally responsible for all users under its account.

The Platform is intended for business users aged 18 or older.

Account Structure

Each Customer account may include multiple authorized users (“Users”).

• Customer is responsible for all Users’ actions.
• Customer must ensure Users comply with this Agreement.
• Customer is financially and legally responsible for all activity under its account.

Subscriptions & Billing

3.1 Subscription Plans

PlaybookOps offers subscription plans billed on a per-seat basis. Seat counts are automatically adjusted based on the number of active users in the Customer's organization, with prorated charges applied as applicable.

3.2 Trials

PlaybookOps may offer trial periods at its discretion. Trial terms, including duration, are communicated at the time of provisioning. Upon trial expiration, continued access requires an active paid subscription.

3.3 Auto-Renewal

Subscriptions automatically renew unless canceled prior to renewal.

3.4 Refund Policy

To receive a refund for an upcoming renewal, Customer must notify PlaybookOps at least seven (7) days prior to renewal.

If cancellation occurs after renewal:

• No refund is required.
• Customer retains access through the current billing period.

3.4.1 Annual Subscriptions

For Customers on annual subscription plans, no refund shall be issued for any unused portion of the subscription term following the annual renewal date, regardless of when cancellation is submitted during that term. Customer retains access to the Platform through the end of the paid annual period. Any exception to this policy requires prior written agreement signed by an authorized representative of PlaybookOps.

3.5 Price Changes

PlaybookOps may modify pricing with 30 days’ prior notice. Continued use constitutes acceptance of updated pricing.

Intellectual Property

4.1 Customer Content

Customer retains ownership of all content uploaded to the Platform (“Customer Content”).

Customer grants PlaybookOps a limited license to host, process, and analyze Customer Content solely to provide the Platform.

4.2 AI-Generated Output

Customer owns AI-generated outputs derived from its inputs.

PlaybookOps retains rights to:

• Aggregated system improvements
• Anonymized data insights
• Platform-level enhancements

Customer acknowledges that, due to the probabilistic nature of artificial intelligence systems, outputs generated for other users may be similar or identical.

PlaybookOps does not guarantee exclusivity, uniqueness, or non-similarity of AI-generated outputs.

4.3 Platform IP

PlaybookOps retains exclusive ownership of:

• Software and source code
• Platform architecture
• AI system prompts and configurations
• Workflow and content generation logic
• Documentation
• Trade secrets

Customer shall not:

• Use the Platform to develop competing products
• Access the Platform for benchmarking or competitive analysis
• Reverse-engineer AI prompts, system configurations, or model behavior
• Use outputs to train competing AI systems

The Platform, including system architecture, AI prompts, and content generation logic, constitutes proprietary trade secrets of PlaybookOps.

Acceptable Use

Customer agrees not to:

• Upload unlawful content
• Upload sensitive regulated data, including Social Security numbers, financial account data, or protected health information, except where Customer has executed a separately written HIPAA Business Associate Agreement or applicable compliance addendum with PlaybookOps
• Violate third-party rights
• Use the Platform for illegal activities
• Attempt to disrupt platform security
• Abuse AI systems
• Use AI features to generate content that infringes third-party intellectual property rights
• Use AI features to generate deceptive, fraudulent, or misleading content
• Circumvent usage quotas or rate limits

AI Disclaimer

The Platform uses artificial intelligence technologies.

Customer acknowledges:

• AI outputs may contain errors or omissions.
• Outputs require human review before operational use.
• The Platform does not provide legal, financial, medical, or regulatory advice.
• Customer is solely responsible for decisions made using AI outputs.
• PlaybookOps disclaims liability arising from reliance on AI-generated content.

Customers using the Platform for AI-powered content generation, SOP creation, or workflow automation should review the AI Transparency Addendum, which governs AI model usage, third-party provider relationships, human oversight requirements, and related data practices. The AI Transparency Addendum is incorporated into this Agreement by reference where executed by Customer.

Suspension & Termination

PlaybookOps may suspend or terminate access immediately and without notice for:

• Non-payment
• Breach of Agreement
• Suspected unlawful activity
• Security risk
• Regulatory risk
• Abuse of AI systems
• Insolvency or bankruptcy
• Exceeding usage quotas or rate limits

PlaybookOps is not liable for good-faith suspension actions.

Data & Retention

Upon account termination:

• Upon written request submitted prior to the effective termination date, Customer may request an export of its Customer Content. PlaybookOps will make commercially reasonable efforts to deliver the export within fifteen (15) days of the request, subject to technical feasibility.
• Prior to deletion, Customer may submit a written export request. PlaybookOps will make commercially reasonable efforts to provide an export of Customer Content within fifteen (15) days of the termination or cancellation effective date, subject to technical feasibility.
• Customer data and associated storage files are deleted promptly upon administrator request. Any residual data is removed within 30 days, subject to legal retention requirements.
• Infrastructure-level backups managed by our hosting and database providers may be retained for up to 90 days in accordance with their respective retention policies.
• PlaybookOps does not use Customer Content to train AI models. All AI processing is performed via third-party APIs under their respective data usage policies, which exclude API inputs from model training.

Data handling details are governed by the Privacy Policy.

No Uptime Guarantee

The Platform is provided on a commercially reasonable efforts basis.

No uptime guarantee is provided in standard subscriptions.

Enterprise Service Level Agreements (SLAs) may be provided under separate written agreements.

Beta & Experimental Features

PlaybookOps may release beta or experimental features.

Such features:

• Are provided “as-is”
• May be modified or discontinued
• Carry no warranty or uptime commitment

Publicity Rights

PlaybookOps may list Customer as a client and use Customer’s name and logo for marketing purposes unless Customer provides written notice opting out.

Testimonials or case studies require cooperation from Customer.

Indemnification

Customer agrees to indemnify and hold harmless PlaybookOps from claims arising from:

• Unlawful or infringing content
• Upload of sensitive or regulated data
• Violations of law
• Improper reliance on AI outputs
• Breach of this Agreement

12.1 PlaybookOps IP Indemnification

PlaybookOps shall defend Customer against third-party claims alleging that the Platform, as provided by PlaybookOps and used in accordance with this Agreement, directly infringes a valid intellectual property right.

PlaybookOps shall indemnify Customer for damages finally awarded by a court or agreed in settlement, provided that Customer:

• Promptly notifies PlaybookOps in writing of the claim
• Grants PlaybookOps sole control of the defense and settlement
• Provides reasonable cooperation

If the Platform becomes subject to an infringement claim, PlaybookOps may, at its option:

• Modify the Platform to make it non-infringing
• Obtain the right for Customer to continue using the Platform
• Terminate the affected services and refund prepaid fees for the unused portion of the subscription term

This section states Customer’s exclusive remedy for intellectual property infringement claims.

Limitation of Liability

13.1 Aggregate Liability Cap

To the maximum extent permitted by law, PlaybookOps’ total liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.

13.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, PlaybookOps shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, goodwill, or business opportunity
• Business interruption
• Loss or corruption of data
• Regulatory penalties arising from Customer’s use of the Platform
• Costs of substitute services

This exclusion applies regardless of the legal theory and even if PlaybookOps has been advised of the possibility of such damages.

13.3 AI Output Liability

PlaybookOps shall have no liability for any loss, damage, claim, regulatory action, or adverse outcome arising from Customer’s failure to review, validate, or obtain qualified professional approval of AI-generated outputs prior to operational implementation. Customer assumes all risk associated with the implementation of AI-generated outputs without independent human review. This disclaimer is consistent with and supplements the limitations set forth in any AI Transparency Addendum executed by Customer.

The limitations and exclusions in this Section 13 shall survive termination or expiration of this Agreement and shall apply to the fullest extent permitted by applicable law.

Arbitration & Dispute Resolution

Any dispute shall first undergo a 30-day informal resolution period.

Unresolved disputes shall be resolved through binding arbitration under AAA rules on an individual basis.

Class actions are waived. Small claims actions are permitted where applicable.

Governing law: State of Idaho.

Each party irrevocably and knowingly waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action, proceeding, or claim arising out of or relating to this Agreement.

For any dispute not subject to arbitration under this Agreement, including actions seeking emergency injunctive relief or enforcement of an arbitral award, the parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in Bonneville County, Idaho. Each party waives any objection to the laying of venue in such courts and any claim that such courts are an inconvenient forum.

Assignment

PlaybookOps may assign this Agreement without consent, including in connection with merger, acquisition, or sale of assets.

Customer may not assign this Agreement without prior written consent.

Modifications

PlaybookOps may modify this Agreement with 30 days’ notice for material changes.

Continued use constitutes acceptance.

PlaybookOps may modify, suspend, or discontinue features without liability.

General Provisions

17.1 Entire Agreement

This Agreement, together with any Order Forms, the Privacy Policy, the AI Transparency Addendum (where executed), and any other addenda or exhibits referenced herein, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

17.2 Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver is only effective if made in writing and signed by the waiving party, and shall not be deemed a waiver of any subsequent breach or default.

17.4 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, internet outages, third-party infrastructure failures, or civil unrest. The affected party shall provide prompt notice and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected services without penalty.

17.5 Survival

The following sections shall survive expiration or termination of this Agreement for any reason: Section 4 (Intellectual Property), Section 8 (Data & Retention), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14 (Arbitration & Dispute Resolution), Section 17 (General Provisions), and Section 18 (Warranty Disclaimer). Any accrued payment obligations shall also survive termination.

Warranty Disclaimer

PLAYBOOKOPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• UNINTERRUPTED OR ERROR-FREE OPERATION
• ACCURACY OR RELIABILITY OF AI OUTPUTS

Notices

All legal notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon delivery if sent by hand; (b) one (1) business day after deposit with a nationally recognized overnight courier service with tracking; (c) three (3) business days after mailing by United States certified mail, return receipt requested, postage prepaid; or (d) upon confirmation of delivery if sent by email with read receipt or equivalent electronic confirmation, provided that email notice alone is not sufficient for notices of breach, termination, or indemnification demands.

Notices to PlaybookOps shall be addressed to:

Notices to Customer shall be addressed to the billing address or email on record with PlaybookOps at the time of notice. Either party may update its notice address by providing written notice to the other party in accordance with this section.

Legal contact: legal@playbookops.ai