Sopti SaaS User Agreement
This SaaS User Agreement (the “Agreement”) governs access to and use of the Sopti store-operations platform and related services provided by Sopti Inc., a Texas corporation with its principal office at 615 Love Henry Ct, Southlake, Texas 76092 (“Sopti”). The Agreement is intended for business customers, including store owners, franchisees, franchisors, multi-unit operators, and other commercial organizations.
The Agreement consists of these terms together with the applicable Order Form, any executed Data Processing Addendum (“DPA”), Security Addendum, and other documents expressly incorporated by reference. If there is a conflict, the following order of precedence applies unless an Order Form expressly states otherwise: (1) DPA for personal-data processing matters; (2) Order Form; (3) Security Addendum; and (4) this Agreement.
1. Acceptance; Authority to Bind
By signing an Order Form, clicking an acceptance control, creating or activating an account, provisioning a Store Instance, or accessing or using the Services, Customer agrees to this Agreement. The individual accepting on Customer's behalf represents and warrants that the individual has authority to bind Customer.
If a franchisor, master franchisee, management company, or other organization provisions Store Instances for multiple independently operated locations, the applicable Order Form must identify whether that organization or each location is the contracting Customer. Unless Sopti expressly agrees otherwise in writing, the contracting Customer is responsible for its Authorized Users and all Store Instances provisioned under its account.
2. Definitions
Authorized User: an employee, manager, franchisee, contractor, advisor, or other individual whom Customer authorizes to use the Services.
Customer Data: data submitted, uploaded, generated, collected, synchronized, or retrieved for Customer through the Services, including operational, workforce-related, POS-derived, IoT/sensor, alert, SOP/training, inventory, production, maintenance, and similar store data.
Delegated Access: Customer-authorized access by Sopti to a Third-Party System, whether through an API, token, connector, or Credential-Based Retrieval.
Credential-Based Retrieval: automated access to a Third-Party System using credentials or authentication information Customer provides or authorizes, rather than an officially published API or partner integration.
Documentation: Sopti's then-current user guides, onboarding materials, in-product instructions, and technical documentation made available to Customer.
Order Form: the ordering document, subscription confirmation, proposal, statement of work, or online purchase record describing the Services, Store Instances, subscription term, fees, and any special commercial terms.
Services: Sopti's hosted store-operations platform, web/mobile applications, dashboards, integrations, APIs, alerts, analytics, AI-assisted features, and related support purchased by Customer.
Store Instance: the logically separated customer/store environment provisioned within Sopti's multi-tenant platform.
Subprocessor: a third party engaged by Sopti to process Customer Data on Sopti's behalf in connection with the Services.
Third-Party System: a POS, scheduling, payroll, accounting, franchisor, distributor, camera, IoT, payment, or other third-party platform or account not controlled by Sopti.
3. Subscription Scope; Store Instances
Subject to Customer's timely payment of fees and compliance with this Agreement, Sopti grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the purchased Services solely for Customer's internal business operations.
Each Store Instance is logically separated within Sopti's multi-tenant environment; it is not a physically dedicated server or database unless expressly stated in an Order Form.
Customer may use only the modules, devices, integrations, usage quantities, locations, and user entitlements included in its Order Form or otherwise enabled by Sopti.
Sopti may improve or modify the Services from time to time, provided it does not materially reduce the core functionality purchased by Customer during the then-current paid term, except where required for security, legal compliance, third-party dependency changes, or discontinuation of a beta feature.
4. Onboarding, Implementation and Customer Cooperation
Successful onboarding depends on timely cooperation by both parties. Unless an Order Form states otherwise, Sopti's standard onboarding may include account creation, Store Instance configuration, administrator setup, supported integration configuration, device/sensor registration, basic data mapping, user orientation, and activation assistance.
Customer will timely provide accurate store information, network access where required, compatible devices, administrator contacts, authorized credentials/tokens, data mappings, and other information reasonably needed for implementation. Delays caused by Customer, a franchise system, a Third-Party System, internet/network conditions, equipment availability, or another dependency outside Sopti's reasonable control may delay go-live without extending payment due dates unless Sopti agrees otherwise in writing.
Customer is responsible for validating its configuration, store mappings, user permissions, alert recipients, thresholds, business rules, and integration results before relying on them in production.
5. Accounts, Administrators and Authorized Users
Customer is responsible for all activity under its account and for administering Authorized Users. Customer will:
provide accurate account and administrator information and keep it current;
assign access only to persons with a legitimate business need and configure permissions appropriately;
protect passwords, tokens, MFA factors, devices, and other credentials from unauthorized use;
promptly disable access for personnel who leave or no longer require access;
notify Sopti promptly of suspected credential compromise or unauthorized account activity; and
provide legally required workforce, monitoring, privacy, camera, location, biometric, or other notices and obtain legally required consents.
6. Fees, Billing, Taxes and Payment
Subscription fees, implementation charges, device/sensor charges, usage-based fees, billing frequency, payment method, and renewal terms are stated in the Order Form. Unless expressly stated otherwise, fees are quoted exclusive of applicable sales, use, excise, VAT, GST, or similar transaction taxes.
Customer is responsible for applicable taxes associated with its purchase of the Services, excluding taxes based on Sopti's net income. If Customer is tax-exempt, Customer must provide valid exemption documentation before invoicing. Undisputed amounts are due as stated in the Order Form. Sopti may suspend Services for overdue undisputed amounts after reasonable notice, subject to applicable law.
Except as expressly provided in an Order Form, fees are non-refundable and Customer's payment obligations are non-cancelable during a committed subscription term.
7. Customer Data; Ownership and Processing Rights
As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Sopti a non-exclusive, worldwide, royalty-free license during the term, and for any permitted retention period, to host, copy, transmit, process, display, transform, and otherwise use Customer Data solely as reasonably necessary to provide, secure, maintain, support, troubleshoot, and improve the Services; comply with law; and carry out Customer's instructions.
Sopti will not sell Customer Data or disclose it to third parties for those third parties' independent advertising or marketing purposes. Personal data processed on Customer's behalf is subject to the applicable DPA where required.
8. Aggregated and De-Identified Data
Sopti may generate and use statistics, benchmarks, models, and analytics derived from use of the Services only where the resulting information is aggregated and/or de-identified so that it does not reasonably identify Customer, an Authorized User, or an individual store unless Customer has expressly authorized identifiable benchmarking. Sopti may use such aggregated or de-identified information to operate, secure, improve, benchmark, and develop its products and services.
Nothing in this Section transfers ownership of Customer Data to Sopti.
9. Customer Responsibilities for Data and Lawful Use
Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases necessary for Customer Data and for any instructions it gives Sopti concerning that data. Customer remains responsible for deciding what data to collect and submit and for compliance with laws applicable to Customer's business.
Unless Sopti expressly agrees in writing that a particular Service is designed for such data, Customer will not submit: full payment-card data; protected health information regulated by HIPAA; government identification numbers; children's data regulated by COPPA or similar laws; or other specially regulated information requiring controls beyond the contracted Service.
The availability of a field, sensor, camera, integration, AI feature, or workflow does not constitute legal, accounting, employment, food-safety, tax, or regulatory advice.
10. Security and Shared Responsibility
Sopti maintains administrative, technical, and organizational safeguards appropriate to the nature of the Services and the information processed. These may include role-based access controls, privileged-access protections, transport encryption, encryption at rest where supported by the production environment, monitoring, incident-response procedures, and vendor/subprocessor oversight.
Security is a shared responsibility. Customer remains responsible for its endpoints, local networks, Wi-Fi, routers, POS and camera systems, device security, physical access, credentials, workforce practices, backup needs outside the Services, and configuration of Customer-controlled permissions.
Sopti does not claim a particular certification such as SOC 2, ISO 27001, PCI DSS, or HIPAA compliance unless Sopti has obtained that status and confirms it in then-current written materials.
11. Privacy; Data Processing Addendum
Each party will comply with privacy and data-protection laws applicable to its role. Where Sopti processes personal data on Customer's behalf as a processor/service provider, the parties' DPA, if applicable, governs that processing. Customer is responsible for identifying the categories of personal data it submits, providing required notices, responding to data-subject requests for which Customer is responsible, and establishing a lawful basis for processing.
12. Data Retention, Export and Deletion
Sopti retains Customer Data during the subscription term and for the post-termination retrieval period, if any, stated in the Order Form, DPA, or then-current retention documentation. Thereafter, Sopti may delete or de-identify Customer Data in the ordinary course, subject to backup aging, legal holds, dispute preservation, accounting/tax requirements, and other legal obligations.
Customer is responsible for exporting data it wishes to retain before the applicable retrieval period expires. Sopti does not guarantee indefinite retention or restoration of Customer Data.
13. Confidentiality
Each party may receive non-public business, technical, security, pricing, product, or other information that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care.
Confidential Information does not include information that the receiving party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without confidentiality restriction; (c) was received lawfully from a third party without duty of confidentiality; or (d) was independently developed without use of the disclosing party's Confidential Information.
A receiving party may disclose Confidential Information when legally required, provided it gives advance notice where legally permitted and reasonably cooperates with protective efforts.
14. Artificial Intelligence, Machine Learning and Predictive Features
The Services may provide AI-assisted, machine-learning, anomaly-detection, forecasting, predictive-maintenance, recommendation, summarization, or similar outputs. These outputs are decision-support tools and may be incomplete, inaccurate, probabilistic, or affected by the quality and availability of source data.
Customer must independently evaluate outputs before making safety-critical, allergen, employment, financial, maintenance, food-safety, customer-impacting, or other consequential decisions. AI outputs do not replace qualified technicians, professional judgment, manufacturer guidance, or legally required inspections.
Sopti will not use Customer Data to train generally available public or third-party foundation models unless Customer separately and expressly agrees to that use. Sopti may use aggregated/de-identified information as described in Section 8.
15. IoT, Sensors, Cameras and Physical Equipment
Where Customer uses sensors, cameras, gateways, weighing devices, refrigeration monitoring, hygiene devices, or other connected hardware with the Services, Customer is responsible for proper installation, power, connectivity, placement, calibration where applicable, physical protection, and compliance with manufacturer instructions.
Sensor readings, alerts, predictive equipment-health indications, and camera/AI observations are supplemental monitoring tools. They are not a substitute for legally required inspections, food-safety procedures, preventive maintenance, equipment manufacturer requirements, or human supervision.
Connectivity interruptions, sensor drift, battery depletion, device damage, network conditions, third-party firmware, environmental conditions, or improper placement may affect data accuracy or availability.
16. Third-Party Systems and Integrations
Customer may elect to connect Third-Party Systems. Sopti does not control those systems and is not responsible for their availability, accuracy, security, functionality, pricing, terms, API changes, data formats, or business practices. Customer's use of a Third-Party System remains subject to the third party's terms.
Sopti may modify, suspend, or discontinue an integration if the Third-Party System changes its interface, blocks access, imposes new technical or legal restrictions, creates a security concern, or otherwise makes continued integration commercially or technically impracticable.
17. Delegated Access and Credential-Based Retrieval
At Customer's direction, Sopti may access a Third-Party System through Delegated Access. Where an officially supported API or integration is reasonably available and practicable, Sopti may use that method. In some cases, Customer may request Credential-Based Retrieval, under which Sopti's software signs into the Third-Party System using credentials, tokens, or access Customer provides or authorizes.
Customer represents that it has authority to grant the access and instruct Sopti to retrieve the applicable data, including any required franchisor or account-owner authorization. Customer is responsible for determining whether its grant of access complies with the Third-Party System's terms, franchise agreements, and applicable law.
Credential-Based Retrieval may be less stable than an official API and may stop working without notice because of authentication changes, interface changes, anti-automation controls, or provider restrictions. Sopti may disable such access if it reasonably identifies a legal, security, or technical concern.
Any material Credential-Based Retrieval used for Customer should be identified in an onboarding integration schedule or specific in-product acknowledgment. Customer's authorization does not bind the operator of a Third-Party System or independently determine whether that operator permits automated access.
Customer expressly authorizes Sopti, as Customer's limited technical agent, to use credentials, authentication information, API keys, tokens, session information, or other access mechanisms supplied or authorized by Customer to access the identified Third-Party System repeatedly and automatically, at intervals reasonably necessary to provide the Services, and to retrieve, copy, transmit, process, store, normalize, analyze, and display the categories of data Customer has selected or otherwise authorized.
Customer represents and warrants, on an ongoing basis, that: (a) Customer owns, controls, or is duly authorized to use the applicable Third-Party System account; (b) Customer has all rights, authority, licenses, permissions, and consents necessary to authorize Sopti's access and data retrieval; (c) Customer has obtained any permission required from a franchisor, account owner, POS provider, licensor, employer, or other applicable third party; (d) Customer has determined that granting the access and instructing Sopti to perform the authorized retrieval is consistent with Customer's contractual and legal obligations; and (e) Customer will immediately notify Sopti and revoke or update access if Customer's authority, credentials, permissions, employment, franchise rights, or account rights change.
Customer acknowledges that Customer's authorization allocates rights and responsibilities between Customer and Sopti but does not bind the operator of a Third-Party System and does not, by itself, determine whether that operator permits credential sharing, automated login, scraping, robotic access, or other automated retrieval. Sopti may require additional written or in-product authorization, documentation of authority, or provider approval before enabling or continuing a particular integration.
Sopti may refuse, suspend, restrict, or discontinue Credential-Based Retrieval whenever Sopti reasonably believes the access may violate law, create a material security risk, exceed Customer's authority, conflict with a Third-Party System restriction, or expose Sopti or another party to unreasonable legal or operational risk. Where commercially reasonable, Sopti may require migration to an official API, partner integration, customer-generated export, or another approved access method.
Customer agrees that the specific indemnification in Section 27 applies to Third-Party System and Delegated Access claims, including claims brought directly against Sopti by a POS provider, franchisor, account owner, licensor, platform operator, or regulator, to the extent the claim arises from Customer's authorization, instructions, credentials, lack of authority, breach of Customer's third-party obligations, or failure to obtain required consent.
18. Support, Maintenance and Availability
Sopti will provide the support level stated in the applicable Order Form or support documentation. Unless a separate service-level agreement (“SLA”) is executed, the Services are provided without a guaranteed uptime percentage, response time, or resolution time.
Sopti may perform planned or emergency maintenance. Sopti will use commercially reasonable efforts to minimize material disruption and, where practical, provide advance notice of planned maintenance likely to materially affect availability.
19. Acceptable Use
Customer and Authorized Users will not:
use the Services in violation of law or third-party rights;
attempt to gain unauthorized access to the Services, another customer, or a Third-Party System;
probe, scan, defeat, or circumvent security or access controls except under a written Sopti-authorized security test;
introduce malware, harmful code, or excessive automated traffic;
reverse engineer, decompile, copy, frame, or create derivative works from the Services except to the limited extent applicable law prohibits such restriction;
resell, sublicense, or provide the Services as a service bureau unless an Order Form expressly permits it;
use the Services to build or benchmark a competing product using non-public Sopti information; or
submit or authorize access to data or systems Customer has no right to provide.
20. Sopti Intellectual Property
Sopti and its licensors retain all right, title, and interest in and to the Services, Documentation, software, interfaces, workflows, designs, algorithms, models, analytics, methods, trademarks, and other technology or materials provided by Sopti, including all improvements and derivative works, excluding Customer Data.
No rights are granted except the limited subscription rights expressly stated in this Agreement. Customer may provide suggestions or feedback; Sopti may use such feedback without restriction or payment, provided Sopti does not publicly identify Customer as the source without permission.
21. Beta, Pilot and Experimental Features
Features identified as beta, pilot, preview, early access, experimental, or evaluation are offered for testing and feedback, may change or be discontinued at any time, and may contain errors. Unless otherwise agreed in writing, beta features are excluded from SLA commitments and are provided “as is” and “as available.”
22. Suspension
Sopti may suspend all or part of Customer's access when reasonably necessary to prevent security or operational harm; comply with law; address suspected unauthorized use; protect other customers or third parties; respond to overdue undisputed fees; or address a material breach. Where practicable and legally permitted, Sopti will provide notice and an opportunity to cure before suspension.
23. Term, Renewal and Termination
This Agreement begins when first accepted and continues while an Order Form remains in effect. Subscription terms and renewal mechanics are stated in the Order Form.
Minimum 36-Month Subscription Commitment. For each Store Instance or participating location for which Sopti provides, purchases, subsidizes, configures, installs, provisions, or deploys hardware, devices, sensors, gateways, or related equipment, Customer agrees to maintain an active and fully paid subscription for a minimum continuous period of thirty-six (36) months beginning on the applicable Store Instance or location activation date (the “Minimum Commitment Period”). Customer acknowledges that Sopti incurs material upfront hardware, equipment, provisioning, configuration, installation, integration, and deployment costs in reliance on this commitment.
Early Termination; $1,500 Liquidated Damages. If, before expiration of the applicable Minimum Commitment Period, Customer voluntarily cancels or terminates an affected Store Instance or location, or Sopti terminates the affected Store Instance or location because of Customer's material breach or nonpayment following any applicable notice and cure period, Customer shall pay Sopti a one-time early termination charge of One Thousand Five Hundred Dollars (US $1,500) for each affected Store Instance or location. The parties intend this amount as liquidated damages representing a reasonable estimate of Sopti's unrecovered hardware, equipment, provisioning, configuration, installation, integration, and deployment costs, which may be difficult to determine precisely at the time of contracting, and not as a penalty.
Payment and Accrued Amounts. The $1,500 early termination charge is due upon the effective date of early termination and is in addition to all undisputed subscription fees and other amounts accrued through that date. To the extent authorized by Customer and permitted by applicable law, Sopti may charge the payment method on file for amounts properly due.
Exceptions. The early termination charge will not apply after completion of the applicable 36-month Minimum Commitment Period. It also will not apply if Customer terminates the affected Service because Sopti materially breaches this Agreement and fails to cure that breach within the applicable cure period, or to the extent applicable law prohibits the charge.
Location-Specific Application. Unless an Order Form expressly states otherwise, the Minimum Commitment Period and early termination charge apply separately to each Store Instance or participating location, and each location's 36-month period begins on its own activation date. Cancellation of automatic renewal does not shorten an existing Minimum Commitment Period or eliminate amounts due under this Section.
Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice, except that a breach involving unlawful use, material security risk, or misuse that cannot reasonably be cured may permit immediate suspension or termination.
Upon expiration or termination, Customer's access ends, subject to any stated data-retrieval period. Accrued payment obligations and provisions intended by their nature to survive remain in effect.
24. Warranties
Each party warrants that it has authority to enter into the Agreement. Sopti warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practices for similar hosted services.
Customer's exclusive remedy for a breach of the foregoing service warranty is for Sopti to use commercially reasonable efforts to correct the nonconformity; if Sopti cannot do so within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid fees for the terminated, unused portion of the affected Service.
25. Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, INTEGRATIONS, AI OUTPUTS, SENSOR DATA, BETA FEATURES, AND THIRD-PARTY CONNECTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SOPTI DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
SOPTI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY ANOMALY OR FAILURE WILL BE DETECTED, OR THAT ANY PREDICTION, ALERT, RECOMMENDATION, SENSOR READING, OR THIRD-PARTY DATA WILL BE COMPLETE OR ACCURATE.
26. 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, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR EXCLUDED CLAIMS, SOPTI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SOPTI FOR THE AFFECTED SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
“Excluded Claims” means liability that cannot lawfully be limited or excluded, and Sopti's gross negligence, willful misconduct, or fraud. Customer's payment obligations and indemnification obligations are not limited by this Section.
The parties acknowledge that these limitations allocate commercial risk and are reflected in the pricing of the Services.
For clarity, Customer's obligations to pay fees and Customer's defense, indemnification, and hold-harmless obligations under Section 27 - including Third-Party Access Claims - are not subject to the liability cap stated in this Section, except to the extent applicable law requires otherwise.
27. Indemnification by Customer
Customer will defend, indemnify, and hold harmless Sopti Inc., its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “Sopti Indemnified Parties”) from and against any third-party claim, action, demand, investigation, arbitration, litigation, regulatory proceeding, damage, judgment, settlement, fine, penalty, cost, liability, or expense, including reasonable attorneys' fees and costs of investigation (collectively, “Losses”), to the extent arising out of or relating to any of the following:
(a) Customer's authorization, request, direction, or instruction for Sopti to access, connect to, retrieve data from, scrape, automate access to, or otherwise interact with any Third-Party System;
(b) credentials, passwords, authentication information, API keys, tokens, session information, cookies, access codes, or other access mechanisms supplied, approved, or authorized by Customer;
(c) any allegation that Customer lacked the right, authority, consent, license, or permission necessary to authorize Sopti to access a Third-Party System or retrieve, copy, process, store, analyze, or transmit data from that system;
(d) any allegation that Customer's authorization of Sopti, sharing of credentials, or instruction to use Credential-Based Retrieval breached or violated Customer's agreement, franchise agreement, license, policy, terms of service, acceptable-use requirements, confidentiality obligation, or other obligation owed to a POS provider, franchisor, account owner, licensor, platform operator, or other third party;
(e) Customer's failure to obtain any required consent, authorization, approval, waiver, or permission from a Third-Party System operator, franchisor, account owner, employee, licensor, or other applicable third party;
(f) Customer Data or data Customer instructed Sopti to retrieve, process, transmit, analyze, or store, including allegations that such processing infringes privacy, confidentiality, intellectual-property, contractual, employment, or other third-party rights;
(g) Customer's or an Authorized User's breach of this Agreement, violation of applicable law, unauthorized use of the Services, or misuse of a Third-Party System; or
(h) a dispute between Customer and its customers, employees, franchisees, franchisor, POS provider, vendors, contractors, account owners, or other third parties concerning Customer's use of the Services, Customer Data, Delegated Access, or Credential-Based Retrieval.
For purposes of this Agreement, a “Third-Party Access Claim” means any third-party claim or proceeding arising from or relating to Sopti's access to or retrieval of data from a Third-Party System pursuant to Customer's authorization, including a claim brought directly against Sopti by a POS provider, franchisor, account owner, licensor, platform operator, or regulator alleging unauthorized access, credential sharing, automated access, scraping, breach of terms, interference with contract, misuse of data, or similar conduct. Third-Party Access Claims are expressly included within Customer's indemnification obligations above.
The foregoing indemnification does not apply to the extent a final, non-appealable determination establishes that the applicable Loss was directly caused by Sopti's access materially exceeding the scope expressly authorized by Customer, Sopti's violation of applicable law independent of Customer's instructions or authorization, or Sopti's gross negligence, willful misconduct, or fraud.
Defense and settlement. Customer's obligations include the duty to defend covered claims using counsel reasonably acceptable to Sopti. Sopti will provide reasonably prompt notice of a covered claim and reasonable cooperation at Customer's expense. Sopti may participate with counsel of its choice at its own expense, except that Customer will pay such expense where a conflict of interest reasonably requires separate counsel. Customer may not settle a claim without Sopti's prior written consent if the settlement: (i) admits fault or wrongdoing by a Sopti Indemnified Party; (ii) imposes liability, payment, injunctive relief, operational restrictions, data-use restrictions, or other non-monetary obligations on a Sopti Indemnified Party; (iii) restricts Sopti's products, integrations, technology, or business; or (iv) fails to provide a complete release of the Sopti Indemnified Parties from the covered claim.
The parties acknowledge that this Section allocates contractual risk between Customer and Sopti only. It does not prevent a Third-Party System operator, franchisor, regulator, or other non-party from asserting a claim directly against Sopti, and it does not make access lawful where applicable law independently prohibits the access.
28. Indemnification by Sopti
Sopti will defend Customer against a third-party claim alleging that the unmodified Services, when used as authorized, infringe that third party's U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlements approved by Sopti. This obligation does not apply to claims arising from Customer Data, Third-Party Systems, Customer modifications, unauthorized use, or combinations not supplied by Sopti.
If an infringement claim is likely, Sopti may procure the right to continue use, modify or replace the affected Service, or terminate the affected Service and refund prepaid fees for the unused portion of the terminated term. This Section states Customer's exclusive remedy for such intellectual-property claims.
29. Security Incidents
A “Security Incident” means confirmed unauthorized access to, acquisition of, disclosure of, alteration of, or destruction of Customer Data within Sopti-controlled systems. If Sopti confirms a Security Incident affecting Customer Data, Sopti will notify Customer without undue delay as required by applicable law and provide information reasonably available regarding the nature and scope of the incident.
Each party remains responsible for its independent legal notification obligations. Notification or assistance does not constitute an admission of fault or liability.
30. Insurance
Each party is responsible for maintaining insurance it considers commercially reasonable for its business and contractual risks. If an Order Form or enterprise procurement process requires specific insurance coverage or certificates, those requirements must be stated in writing.
31. Publicity
Neither party may issue a press release naming the other without prior written approval. Unless an Order Form states otherwise, Sopti may not use Customer's name or logo in public marketing materials without Customer's prior written consent.
32. Dispute Resolution; Arbitration; Class and Jury Waiver
The parties will first attempt in good faith to resolve a dispute through business-level escalation. If unresolved, any dispute arising out of or relating to the Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules by one arbitrator, with the arbitration seated in Tarrant County, Texas, unless the parties agree otherwise.
EACH PARTY KNOWINGLY WAIVES A JURY TRIAL AND AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, TO THE EXTENT PERMITTED BY LAW. Either party may bring a qualifying individual matter in small-claims court or seek temporary injunctive relief to protect intellectual property, confidential information, or system security.
This arbitration provision should be confirmed by counsel for the jurisdictions and franchise relationships in which Sopti contracts.
33. Governing Law; Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. For proceedings not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts having jurisdiction over Tarrant County, Texas, subject to any non-waivable law that requires otherwise.
34. Changes to the Services or Agreement
Sopti may update these terms to reflect changes in the Services, security practices, legal requirements, or business operations. Sopti will provide reasonable notice of material changes before they become effective. Changes will not retroactively reduce rights or materially increase Customer's obligations for an existing committed term unless required by law or agreed by Customer. Continued use after the effective date of a properly noticed update constitutes acceptance for subsequent use and renewal periods.
35. General Provisions
Entire Agreement. This Agreement and incorporated documents constitute the entire agreement regarding the Services and supersede prior discussions or agreements on the same subject.
Assignment. Neither party may assign the Agreement without the other's prior written consent, except to an affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee assumes the obligations.
Independent Contractors. The parties are independent contractors. Except for the limited technical agency expressly described for Delegated Access, nothing creates a partnership, joint venture, employment, fiduciary, or general agency relationship.
Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, labor disruption, internet or utility outages, government action, widespread cyberattack, or material Third-Party System failure; payment obligations for Services already provided are not excused.
Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective.
No Waiver. Failure to enforce a provision is not a waiver of future enforcement.
Electronic Signatures. Electronic signatures, click-through acceptance, and electronic records may be used and have the same effect as originals to the extent permitted by law.
Notices. Formal notices may be delivered to the addresses stated in the Order Form. Notices to Sopti should be sent to Sopti Inc., Attn: Legal, 615 Love Henry Ct, Southlake, TX 76092, and admin@sopti.ai.
Survival. Payment obligations, intellectual-property provisions, confidentiality, data-retention obligations during any retrieval period, disclaimers, liability limitations, indemnities, dispute terms, and provisions that by their nature should survive will survive expiration or termination.
36. Contact Information
Legal Entity
Sopti Inc., a Texas corporation
Office
615 Love Henry Ct, Southlake, TX 76092
Telephone
+1 817 996 0782
Website
Sopti.ai
Security / Privacy / Legal
admin@sopti.ai
Customer Support
As stated in the applicable Order Form or onboarding materials