Operation 1776 Terms of Service

Last Updated: December 2024

Operation 1776 (“Operation 1776”, “we”, “us”, or “our”) provides certain services through our website located at https://www.op1776.com as well as such other websites, mobile applications, and online service platforms that we own or operate (collectively, the "Platform"). Users of Our Platform include persons or entities that register (each, a “Client”) to utilize Our suite of customer management, collaboration, business, and productivity suite of applications (the “Services”). Users of Our Platform may also include persons or entities who are otherwise visiting Our website or otherwise have not enrolled as a Client (“Other Users”).

IMPORTANT - The following terms and conditions for use (this “Terms of Service”) govern all use, whether by Clients or Other Users (“you”, “your”, “User(s)”), of Our Platform, the Services, or any other content, materials, services, features, activities, or products available at or through Our Platform. With respect to Users of the Service, the terms "you" or "yours" include the person or entity that is the Client registered with the Service as well as any employees or agents authorized by the Client to access the Service on such Client's behalf.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES OR OTHERWISE ACCESSING OUR PLATFORM. BY USING OR ACCESSING OUR PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THIS TERMS OF SERVICE AND BY THE OPERATION 1776 PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE HEREIN IN ITS ENTIRETY. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM OR SERVICES.

THESE TERMS OF SERVICE AND THE OPERATION 1776 PRIVACY POLICY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US THAT CONDITIONS YOUR USE OF THE SERVICES (THE “AGREEMENT”). THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY, AND A REQUIREMENT TO ARBITRATE CERTAIN CLAIMS. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.

  1. Account Registration and Access

  1. To register for the Service and create an account, you must complete the registration process by providing Operation 1776 with the information prompted by the registration form, including e-mail address (username), password, and billing information. You agree to provide us with complete and accurate information when you register for the Service, and to keep such information up to date.

  2. You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow an employee or agent to access the Service on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Operation 1776 immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Service.

  3. Operation 1776 may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or to otherwise assist and facilitate your use of the Services. You acknowledge and consent to such access.

  1. Fees

  1. As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your plan (your "Plan"), any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services.

  2. The Services are priced at a monthly rate. Payments are pre-paid at the beginning of the monthly billing period at the amount set forth when you register for the Services. All fees will be billed to the credit card that you provide during account registration. Unless otherwise stated during registration, you agree to pre-pay for the Plan selected. In addition, if you sign up for an automatic renewal, you will be automatically charged when your account balance reaches zero. All payments are non-refundable upon receipt.

  3. After providing you with written notice, we may change the fees for the Services at any time or require new fees or charges. Such changes will be effective upon providing you with written notice; provided, however, that such fee changes will be effective only as to Services provided by Operation 1776 after the effective date of such change.

  4. You authorize the card issuer to pay any amounts described herein and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete, and accurate, and you must promptly notify Operation 1776 if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

  1. Client Data

  1. If you are a Client, as between the parties, you shall retain ownership of any all information and materials that you provide or post, upload, input or submit through the Subscription Service (“Client Data”). You hereby grant to Operation 1776 a royalty free, non-exclusive, irrevocable, right and license to access and host the Client Data solely for the purpose of (i) providing you the Services, including, without limitation, any reports and other functions related to the Services and (ii) analyzing and improving the Services generally. Commented [CW1]: This is by way of example only. We will likely need to update based on your anticipated billing practices.

  2. You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Operation 1776 on these terms, including Client Data obtained from third parties, including your vendors, publishers, and customers. You further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation. You further agree and acknowledge that you are the Controller of any Client Data from consumers located in the European Economic Area, Switzerland, or the United Kingdom and that Operation 1776 is the Processor of such Client Data on your behalf, as further indicated in the Privacy Policy.

  1. Intellectual Property

  1. Subject to the terms and conditions of this Agreement, Operation 1776 hereby grants you access; (i) to view the content of Our Platform, to which you are granted access, solely for your personal use, and without the right to modify or redistribute any such content; (ii) if you are a Client, to remotely access the Services to view, upload, download, and modify Client Data.

  2. Except as expressly set forth herein, you shall not directly or indirectly (A) use, reproduce, modify or create derivative works of the Operation 1776 Technology (as defined below), Our Platform, or any of the Services, (B) reverse engineer, disassemble, or decompile the Operation 1776 Technology (as defined below), Our Platform, or any of the Services or (C) transfer, lease, lend, sublicense, use for timesharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Operation 1776 Technology, Our Platform, or any of the Services. We reserve any and all rights that are not expressly granted in these Terms of Service.

  1. Privacy

  1. Operation 1776’s privacy policy incorporated into this Agreement and is available at Privacy Policy. As used in this Section, "Personally Identifiable Information" refers to information that can be used to personally identify an individual, such as name, address and phone number, and includes, without limitation, “personal data” as defined under the General Data Protection Regulation (GDPR) and “personal information” as defined under the California Consumer Privacy Act.

  2. Operation 1776 will not knowingly permit access to, or otherwise divulge to a third party, the information we compile for you except for the express purpose of providing the Services to you, or unless acting under a good faith belief that such action is necessary to (i) conform to legal requirements or comply with legal process; (ii) protect and defend the rights or property of Operation 1776; (iii) troubleshoot problems with the Services; or (iv) share such information with third parties performing services on our behalf as further described in our Privacy Policy.

  3. Without limiting the generality of the foregoing, you are solely responsible for compliance with applicable laws regarding any Personally Identifiable Information that may be collected from the consumers and that you provide to Operation 1776 in the performance of the Services. Except as may be required by applicable laws or legal authorities or as otherwise set forth in the Privacy Policy, Operation 1776 will not knowingly share any Personally Identifiable Information with any third parties. Operation 1776 otherwise disclaims, to you and to any consumer submitting Personally Identifiable Information, any liabilities with respect to any use or storage of such content.

  4. You will implement, make accessible via a clear and prominent disclosure on each point of collection, and abide by a privacy policy that complies with all applicable laws relating to the collection and disclosure of information from consumers. Such policy must provide notice to consumers, where required by law, of your use of the Services.

  1. Proprietary rights; Restrictions on use

  1. Content on the Operation 1776 Platform: Any opinions expressed by the contributors, authors and moderators who post content to the Operation 1776 Platform are the personal opinions of the authors, not of Operation 1776, whether or not the authors are employees or contractors of Operation 1776. The Operation 1776 Platform and all materials published and/or distributed on or through the Operation 1776 Platform (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by Operation 1776 or any other party. You are solely responsible for your use of and access to any galleries, forums, chat rooms, blogs, message boards, online hosting or storage services, or other areas or Services on Our Platform in which you or other users may create, post or store Materials (the “Interactive Areas”) and you will use the Interactive Areas at your own risk. You understand that when using the Our Platform, you may be exposed to Material provided by other users or content provided by other third parties, and you agree that we are not responsible for the accuracy, safety, appropriateness or intellectual property rights in or related to such Materials or content. Users can be held liable for any illegal or prohibited Materials they provide to Our Platform, including among other things, infringing, defamatory or offensive materials. If you discover this kind of material on the Site, please notify us at [email protected] We will investigate your claim and may then take the actions deemed appropriate.

  2. Feedback: Operation 1776 owns all right, title, and interest in and to any comments, feedback, or other suggestions provided by you relating to the Service (“Feedback”). You hereby agree to assign all right, title, and interest you have in and to any Feedback to Operation 1776 to ensure Operation 1776’s ownership therein.

  3. Reservations: Except for the limited licenses expressly granted herein, Operation 1776 expressly reserves all right, title and interest in and to the content on the Operation 1776 Platform and all processing, analytics, and other software and technology used by Operation 1776 in the provision of the Services ("Operation 1776 Technology"), including, without limitation, any derivatives, improvements, enhancements or extensions of the Operation 1776 Technology conceived, reduced to practice or otherwise developed on or on behalf of Operation 1776, all of which are valuable assets of Operation 1776, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.

  4. Restrictions on Use: You shall not (i) use, or allow the use of, the Services or any Operation 1776 Technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Operation 1776 or inconsistent with Operation 1776’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Services or Operation 1776 Technology, or attempt to access data of any other customer of Operation 1776; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Operation 1776; (v) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Services; (vi) use the Services, or any Operation 1776 Technology, for academic research, benchmarking, the development of competing products, or research unrelated to your Visitors or the Client Sites registered for use with the Services, contemplated litigation, scholarship, or any other unintended purpose; (vii) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program; (viii) post or transmit any message, data, image or program that would violate any property rights of others; (ix) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents;(x) deep-link to Our Platform for any purpose, unless specifically authorized by us in writing to do so; or (xi) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.

  5. Data Processing Addendum: Your use of the Services is subject to the Operation 1776 Data Processing Addendum available at the bottom of this page, as may be updated from time to time, and which is incorporated herein by reference.

  1. Indemnification

  1. You agree to indemnify, hold harmless and (if requested by Operation 1776) defend Operation 1776, our affiliates, licensors, and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers (collectively, the “Indemnified Parties”) harmless at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against the Indemnified Parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties arising out of or relating to (i) your breach or alleged breach of any term or condition of this Agreement, (ii) your use of the Services, including, by way of example, any breach of applicable laws caused by your use of the Services, (iii) any individual or Client Site Visitor’s interaction with the Client Site, (iv) your unauthorized use of the Services; (v) any violation of any rights of third parties caused by your acts or omissions; (vi) your transfer or provision to Operation 1776 or your collection using the Services of any Client Site Visitor’s Personally Identifiable Information. In such instances, Operation 1776 will provide you with electronic and/or written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to Operation 1776 within 30 days of learning of such claim; however, delay by Operation 1776 in providing notice to you will not relieve you of your obligations except to the extent such delay materially prejudices your ability to defend the claim. You shall cooperate as reasonably required in the defense of any claim. If you assume defense of the claim, (i) you (a) will use legal counsel reasonably acceptable to Operation 1776 and (b) not settle or otherwise resolve the claim without Operation 1776’s prior written consent; and (ii) Operation 1776 may participate in the defense using its own counsel at its own cost. Operation 1776 reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and in such instance you will not be relieved of your indemnification and hold harmless obligations.

  1. Representations and warranties; Disclaimers

  1. Your Representations and Warranties: In addition to, and without limiting, the representations, warranties, and covenants made by you elsewhere in these Terms of Service and the Privacy Policy, you represent and warrant to Operation 1776 that you (i) possess all rights, authorization, title or interest to permit use of the Services through the Client Sites; (ii) own or have obtained all rights necessary to publish all of the content published on or through the Client Sites and the user interface of your Client Sites; and (iii) have obtained all necessary consent(s), from Client Site Visitors or any other third parties, required to enable the Services and to collect, use, and distribute any information available on your Client Site necessary for use or provision of the Services or otherwise described in this Terms of Service or the Privacy Policy.

  2. Disclaimers: The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Operation 1776 and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.

  3. Third Party Sites/Content: The Services may contain links to third party websites ("Third Party Websites"). Access to Third Party Websites is at your own risk and Operation 1776 is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. The Third Party Websites are not under the control of Operation 1776 and as such, Operation 1776 is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. Operation 1776 provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.

  4. Operation 1776 does not represent or warrant that (1) the Services will be error-free or accessible at particular times, (2) defects will be corrected, (3) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (4) the use or the results of the use of the Services or the materials made available as part of the Services, including any reports, will be correct, accurate, timely, or otherwise reliable. You specifically agree that Operation 1776 shall not be responsible for unauthorized access to or alteration of your data.

  5. THE SERVICES, THE OPERATION 1776 TECHNOLOGY, AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY OPERATION 1776 EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. OPERATION 1776 DOES NOT WARRANT THAT THE SERVICES, THE OPERATION 1776 TECHNOLOGY, OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

  1. Limitations of liability

  1. NEITHER OPERATION 1776, NOR OUR AFFILIATES, LICENSORS, AND THEIR RESPECTIVE INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, CONSULTANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CLIENT VISITORS, FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

  2. YOU AGREE THAT THE CUMULATIVE LIABILITY OF Operation 1776, ITS AFFILIATES, LICENSORS, AND THEIR RESPECTIVE INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, CONSULTANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS TO YOU OR ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY CLIENT VISITORS, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO Operation 1776, IF ANY, FOR USE OF THE SERVICES DURING THE CALENDAR QUARTER PRECEDING THE MOST RECENT EVENT GIVING RISE TO SUCH LIABILITY.

  3. 10.3. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

  1. Term and termination

  1. In General: Operation 1776 may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.

  2. Termination of Services: Either party may terminate the Services at any time and for any reason. If You terminate the Services or Operation 1776 terminates with cause, any pre-payment for services will be deemed earned by Operation 1776 and will not be refunded to you. If Operation 1776 terminates the services without cause, pre-payments for services that have not been used will be refunded.

  3. Upon any termination of the Services (i) Operation 1776 will cease providing the Services; (ii) any outstanding balance payable by you to Operation 1776 will become immediately due and payable and any collection expenses incurred will be included in the amount owed; and (iii) you will not be entitled to any refunds of any usage fees or any other fees.

  1. Modifications to this Agreement

  1. You agree that Operation 1776 may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by posting a notice on the Operation 1776 website for 30 days following any revisions or modifications to this Agreement and/or by posting a notice on the Operation 1776 website the first time that you visit the Operation 1776 website following such revisions or modifications. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after the passage of 30 days from the time the revised terms and conditions are first posted on the Operation 1776 website. We assume no responsibility for your failure to actually receive notice. You are responsible for regularly reviewing the Operation 1776 website for revisions to this Agreement.

  1. Compliance

  1. You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any law or privacy right regarding Personally Identifiable Information.

  1. Arbitration; Dispute Resolution

  1. EXCEPT AS PROVIDED ABOVE OR WHERE OTHERWISE PROHIBITED BY LAW, YOU AND Operation 1776 UNDERSTAND AND AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND Operation 1776, ITS PARENTS, AFFILIATES, SUBSIDIARIES OR RELATED COMPANIES (INCLUDING DISPUTES AGAINST ANY AGENT, EMPLOYEE, SUBSIDIARY, AFFILIATE, PREDECESSOR IN INTEREST, SUCCESSOR, OR ASSIGN OF THE OTHER) RELATING TO THE SITE, THE INFORMATION AND MATERIALS PUBLISHED BY Operation 1776 ON OR THROUGH THE SITE, ANY TRANSACTION OR RELATIONSHIP BETWEEN US RESULTING FROM YOUR USE OF THE SITE, COMMUNICATIONS BETWEEN US, AND YOUR USE OF OUR SERVICES OR THE USE OF OUR SERVICES BY CLIENTS, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY ARIZONA STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED, BOTH PROCEDURALLY AND SUBSTANTIVELY, BY THE FEDERAL ARBITRATION ACT 9 U.S.C. § 1-9 ("FAA"), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION SHALL SURVIVE TERMINATION OF THE SERVICES OR OF THESE TERMS AND CONDITIONS TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS.

  2. Any party that intends to make a claim shall first notify the opposing party in writing of such intention and shall describe in such notice, with reasonable particularity, the nature and basis of such claim, and the total amount of the claim. Within thirty (30) days of receipt of such notice, the party receiving notice of a claim shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30)-day period following the written response, either of them may initiate binding arbitration pursuant to the terms and conditions set forth herein.

  3. In the event a party elects to proceed with binding arbitration, it shall provide written notice thereof to the other party by registered or certified mail. The arbitration shall be conducted by the American Arbitration Association ("AAA"), and shall be conducted using the then current Commercial Arbitration Rules of the AAA (except as varied by this agreement). The arbitration shall take place in the State of ARIZONA but may proceed telephonically in the event the total amount of the claim does not exceed $10,000 U.S. dollars (if the claimant so chooses).

  4. BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL.

  5. Separate and apart from the agreement to arbitrate set forth above, the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, this agreement. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties' agreement to arbitrate shall be null and void.

  1. Choice of Law and Forum

  1. With the exception that the enforceability of the arbitration provision herein, which is governed both procedurally and substantively by the FAA, this Agreement shall be governed by and construed under the laws of the state of ARIZONA, without reference to its conflict of law principles. Except to the extent that arbitration is required above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in ARIZONA Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in ARIZONA The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Operation 1776 Technology are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

  1. Assignment

  1. You may not assign or otherwise transfer any of your rights hereunder without Operation 1776’s prior written consent, and any such attempt is void. The relationship between Operation 1776 and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

DATA PROCESSING ADDENDUM

Last Revised: DECEMBER 2024

This Data Processing Addendum (“Addendum”) is between AL & AB Associates, LLC d/b/a Operation 1776 (“Operation 1776”) and the client of Operation 1776’s services (“Client”), and amends and is incorporated into the Terms of Service or Master Services Agreement, as applicable to the services (collectively, “Agreement”). All capitalized terms not otherwise defined in this Addendum will have the meaning given to them in the Agreement. In the event of any inconsistency or conflict between this Addendum and the Agreement, this Addendum will govern. This Addendum will survive termination or expiration of the Agreement for so long as Operation 1776 possesses Personal Data (as defined below).

  1. Definitions. The following definitions shall apply in the Addendum:

  • "Applicable Privacy Laws” means all applicable current and future United States federal, state, and local laws, ordinances, regulations, and orders relating to privacy, data security, and the processing, storage, protection, and disclosure of Personal Data, including, but not limited to, the California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (“CPRA”), Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring, Colorado Privacy Act, Utah Consumer Privacy Act, and Virginia Consumer Data Protection Act.

  • “Data Subject” means a natural person about whom Personal Data relates and includes, without limitation, a “consumer” as defined under CCPA/CPRA.

  • “Data Subject Rights Request” means a request by a natural person to exercise one or more rights provided to such person under Applicable Privacy Laws.

  • “Personal Data” means any information Operation 1776 Processes on behalf of Client in connection with the services it provides to Client under the Agreement that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable person or household. The specific categories of Personal Data Processed by Operation 1776 are set forth in Attachment A (“Scope of Processing”).

  • “Process” or “Processing” means any operation or set of operations that are performed upon Personal Data or on sets of Personal Data, whether or not by automatic means, such as access, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

  • “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for monetary or other valuable consideration. A “sale” does not include disclosure of Personal Data to a third party when the applicable Data Subject uses or directs Client or Operation 1776, as applicable, to (i) intentionally disclose their Personal Data or (ii) intentionally interact with one or more third parties. “Sale” and its variants may be used uncapitalized in this Addendum for ease of reading.

  • “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Personal Data to a third party for cross-context behavioral advertising or targeted advertising (as defined under Applicable Privacy Laws), whether or not for monetary or other valuable consideration. “Share” does not include disclosure of Personal Data to a third party when the applicable Data Subject uses or directs Client or Operation 1776, as applicable, to (i) intentionally disclose their Personal Data or (ii) intentionally interact with one or more third parties. “Share” and its variants may be used uncapitalized in this Addendum for ease of reading.

  1. Operation 1776 Obligations.

  • Operation 1776 will Process Personal Data only for the limited and specified purpose of fulfilling its obligations under the Agreement and in accordance with Client’s written instructions, which are documented in this Addendum and the Agreement. Notwithstanding the foregoing, Operation 1776 may also Process Personal Data as necessary for Operation 1776 to comply with law, to prevent/address fraud or security risks, and to conduct research and development activity to improve the services provided to Client.

  • Operation 1776 will not (i) sell or share Personal Data; (ii) retain, use, or disclose Personal Data for any purpose other than the specific purpose of performing its obligations under the Agreement, including retaining, using, or disclosing the Personal Data for a commercial purpose other than fulfilling its obligations under the Agreement; or (iii) retain, use, or disclose Personal Data outside of the direct business relationship between Client and Operation 1776.

  • Operation 1776 will Process Personal Data in accordance with Applicable Privacy Laws and will provide the same level of privacy protection to Personal Data as required by data controllers/businesses under the relevant Applicable Privacy Laws.

  • All Personal Data will be deemed to be owned by the Client and is Client’s confidential information. Operation 1776 and all Operation 1776 personnel and permitted subcontractors that Process Personal Data are under a binding obligation to protect the confidentiality and integrity of such Personal Data.

  • No more than once per twelve-month period, Operation 1776 will submit to reasonable auditing of its facilities and systems by Client for the purpose of identifying unlawful or unauthorized use of Personal Data by Operation 1776. Client will provide at least thirty (30) days’ advance written notice of its intent to audit and will reasonably cooperate with Operation 1776 in scheduling and determining the scope of such audit. Client will use reasonable measures to minimize the impact of such audit on Operation 1776’s business operations and will abide by all reasonable directions of Inbounds when accessing Operation 1776’s facilities and systems. The results of such audit will be provided to Operation 1776 in writing and will be considered Operation 1776’s Confidential Information. Client will bear all costs associated with such audit.

  • Operation 1776 will implement appropriate technical, administrative, organizational, and physical safeguards to protect against unauthorized or unlawful access, use, disclosure, alteration or destruction of Personal Data.

  • Operation 1776 will notify Client in writing promptly after Operation 1776 determines it is no longer able to meet its obligations under Applicable Privacy Laws or this Addendum with regard to the privacy and data security of the Personal Data Processed by Operation 1776. Upon receipt of such notice, or upon Client’s reasonable determination that such notice was required but not provided, Client may take reasonable steps, with written notice to Operation 1776 and at Client’s cost, to stop and/or remediate Operation 1776’s noncompliant Processing of such Personal Data.

  • Operation 1776 will not disclose Personal Data to any subprocessor without the prior approval of Client. Client consents to Operation 1776’s disclosure of Personal Data to the subprocessors identified on Attachment A (Scope of Processing) and additional subprocessors as approved by Client in writing from time to time. Operation 1776 will notify Client in writing, by email, or by an update to this Addendum of any proposed additions to the subprocessors that it uses to Process Personal Data and give Client ten (10) business days to object to such changes prior to disclosing Personal Data to the new subprocessors (the “Objection Period”). If Client does not object to the new subprocessors by written notice to Operation 1776 received within the Objection Period, Client will be deemed to have approved the new subprocessors.

  • Operation 1776 will, upon Client’s request and at Client’s cost, provide reasonable assistance to correct, amend, delete, or take any other reasonable action with respect to Personal Data in connection with a Data Subject Rights Request. Client will notify Operation 1776 of Data Subject Rights Requests received by Client for which Operation 1776’s assistance is needed and provide information reasonably necessary for Operation 1776 to comply with such Data Subject Rights Requests.

  • Operation 1776 will keep and provide to Client, upon request, accurate and up-to-date records relating to the Processing of Personal Data by Operation 1776.

  • At the direction of Client, and at Client’s cost, Operation 1776 will reasonably assist Client in conducting a data protection impact assessment, risk assessment, cybersecurity audit, and/or consultations with any governmental authority required by Applicable Privacy Laws.

  • To the extent prohibited by Applicable Privacy Laws, Operation 1776 will not combine Personal Data it Processes on behalf of Client with personal data it Processes on behalf of third parties or itself.

  • Upon termination of the Agreement or upon Client’s request, Operation 1776 will return or destroy, at Client’s option, any or all Personal Data in its possession or control unless (i) retention of such Personal Data is required by, or is advisable to prove compliance with, laws or regulations applicable to Operation 1776; (ii) such Personal Data is retained in an automatic archive or backup system and will be deleted from such system in the ordinary course of Operation 1776’s business; or (iii) Client consents to the retention thereof. If return of Personal Data is impracticable in Operation 1776’s sole discretion, Operation 1776 may delete such Personal Data. Operation 1776 may charge a reasonable fee for the return of Personal Data.

  • Operation 1776 may update this Addendum in its sole discretion and such updates will be effective upon posting.

  1. Client Obligations

  • Client will use reasonable means to prevent the provision of Personal Data to Operation 1776 of Data Subjects located outside the United States of America

  • Client will provide all notices, and obtain all consents, required to be provided to or obtained from Data Subjects for the Processing of Personal Data as anticipated by the Agreement and this Addendum.

  • Client will use Operation 1776’s services in compliance with Applicable Privacy Laws and will not request Operation 1776 to take any action that would result in Operation 1776 or Client violating Applicable Privacy Laws

Attachment A

Scope of Processing

  1. Subject Matter: The context for the Processing of Personal Data is Operation 1776’s provision of the services under the Agreement.

  2. Duration of Processing: Operation 1776 will Process Personal Data until expiration or termination of the Agreement, or until earlier directed by Client to cease Processing Personal Data.

  3. Nature and Purpose of Processing: Operation 1776 will Process Personal Data in order to provide CRM and business processing services to Client.

  4. Categories of Data Subjects: Operation 1776 will Process Personal Data that relates to any and all Data Subjects about whom Client transfers Personal Data to Operation 1776, or authorizes Operation 1776 to collect Personal Data regarding, to provide services under the Agreement.

  5. Categories of Personal Data Processed:

  • Identifiers such as a real name, alias, postal address, phone number, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers

  • Personal information described in subdivision (e) of Cal. Civ. Code § 1798.80 such as name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. This category of Personal Data may overlap with other categories.

  • Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a Data Subject’s interaction with an internet website application or advertisement.

  • Inferences drawn from any of the information identified above to create a profile about a Data Subject reflecting the Data Subject’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and/or aptitudes

  1. Categories of Sensitive Personal Data Processed:

  • None