Operato

Terms of Service

 

Last Modified: April 13, 2025

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These Terms of Service (the “Terms of Service” or “Agreement”) set forth the terms and conditions governing the relationship between Operato LLC, a Colorado limited liability company with a principal place of business at 1011 W. Pikes Peak Ave, Colorado Springs, CO 80904 (“Operato”) and the customer or client identified in the applicable Client Order (as defined below) (“Client”) relating to the services provided by Operato through the Operato Platform or otherwise (the “Services”). Operato and Client are individually referred to as a “Party” and collectively as the “Parties.”

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1. Services.

   1. Scope of Services. Subject to the terms and conditions of this Agreement, Operato shall provide the Services agreed to by the Parties in the membership agreement, subscription agreement, or other sales order through the Platform (a “Client Order”), as further described and defined in Schedule A (the “Services”).

   2. Platform Terms of Use and Privacy Policy. By entering into this Agreement, Client agrees to the Platform Terms of Use located at https://www.Operato.com/platform-terms-of-use (“Terms of Use”), and the Operato Privacy Policy located at https://www.Operato.com/privacy-policy (“Privacy Policy”), which are incorporated herein by reference. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Terms of Use and Privacy Policy. To the extent the Terms of Use or Privacy Policy are inconsistent with the Terms of Service, the Terms of Service shall control. Client shall make sure that all users of the Services agree to the Terms of Use and Privacy Policy.

   3. Changes to Services. Operato reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Operato’s Services to its customers and clients, the competitive strength of or market for Operato’s Services or the Services’ cost efficiency or performance; or (b) to comply with applicable law.

   4. Savings Clause. Operato’s failure to perform, or delay in performing, its responsibilities under this Agreement (including any Client Order) shall be excused if and to the extent that Operato demonstrates that such non-performance or delay is caused by: (i) the failure of Client or Client personnel to perform their obligations under this Agreement; (ii) any act performed or omitted by Operato or Operato personnel at the request of Client; (iii) any act performed by Client or Client personnel to the extent that such act was not otherwise agreed by the Parties; or (iv) system failure caused by a malicious third-party technical attack causing a sudden, unplanned increase in network activity above the threshold capacity of Operato systems.

   5. Third Party Services. Operato may make certain third-party products or services available to Client or may make its Services available to be used by Client within certain third-party products or services (all third-party products and services collectively referred to as “Third-Party Services”), for which Operato makes no representations, warranties or indemnities and will have no other liability hereunder, notwithstanding anything contained in this Agreement. Client’s exclusive remedy with regard to Third-Party Services shall be against the Third-Party.

2. Access and Use, Client Restrictions.

   1. Access and Use. Subject to and conditioned on Client’s compliance with the terms and conditions of this Agreement, Operato hereby grants Client a non-exclusive, non-transferable right to access and use the Services during the term of the applicable Client Order solely for use by Client in accordance with the terms and conditions herein. Such use is limited to Client’s internal use.

   2. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Services, the Platform, or third-party materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the Platform, and third-party materials are and will remain with Operato and the respective rights holders in the third-party materials.

   3. Authorization Limitations and Restrictions. Client shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by this Agreement and, in the case of third-party materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits:

      1. copy, modify or create derivative works or improvements of the Services;

      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

      3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

      4. bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials;

      5. input, upload, transmit or otherwise provide to or through the Services or the Platform, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;

      6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, the Platform, or Operato’s provision of services to any third party, in whole or in part;

      7. remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services, including any copy thereof;

      8. access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party or that violates any applicable law;

      9. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

      10. send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third-party privacy rights;

      11. send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

      12. attempt to gain unauthorized access to the Services or its related systems or networks;

      13. use the Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

      14. use the Services for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

      15. engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, the Platform , or which, as determined by Operato, may harm Operato or users of the Platform or Services or expose them to liability;

      16. use any device, software or routine that interferes with the proper working of the Services or the Platform;

      17. access or use the Services for purposes of competitive analysis of the Services, the development, provision or use of a competing software service or product or any other purpose that is to Operato’s detriment or commercial disadvantage; or

      18. otherwise access or use the Services beyond the scope of the authorization granted under this Agreement.

   4. Client Obligations. In addition to any other provision of this Agreement, Client shall: (i) have responsibility for the accuracy, quality, legality, reliability, and appropriateness of all Client Materials (as defined in Section 6.2); (ii) timely supply Operato with all necessary information and resources including, without limitation, all files, materials, data necessary for the Services, and access to information, personnel, systems and facilities, reasonably requested by Operato (and Operato shall be entitled to rely upon any instructions, guidelines or information provided to Operato by Client); (iii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services; (iv) comply with all applicable laws (including laws regarding privacy and protection of consumer information) in using the Service; (v) obtain and maintain all computer hardware, software and communications equipment needed to access the Services; (vi) retain sole control over the operation, maintenance, and management of, and all access to and use of, the Client systems, and sole responsibility for all access to and use of the Services.

   5. Suspension or Termination of Services. Operato may, directly or indirectly, through disabling technology or other legal means, suspend, terminate, or otherwise deny Client’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Operato receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Operato to do so; or (b) Operato believes, in its discretion, that: (i) Client has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of Operato; (ii) Client is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit any of Operato’s other rights or remedies, whether at law, in equity, or under this Agreement.

3. Data. Operato HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CLIENT DATA.

4. Security.

   1. Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Client in connection with the Services; (c) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (d) the security and use of Client’s access credentials; and (e) all access to and use of the Services directly or indirectly by or through the Client Systems or Client’s access credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. “Client Data” means information, data, information, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Client by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services.

   2. Access and Security. Client shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for processing by the Services.

5. Fees; Payment Terms.

   1. Fees. Client shall pay Operato the fees and expenses set forth in the applicable Client Order or as otherwise set forth on Schedule B (“Fees”). Except as otherwise provided, all Fees are non-refundable.

   2. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Operato’s income.

   3. Form of Payment. A valid payment method, including credit card, is required to process the payment for your Services. You shall provide Operato with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information, as requested. By submitting such payment information, you automatically authorize Operato to charge all Fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for any reason, Operato will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Except as otherwise agreed, Client must create an account with Operato’s third party subcontractor payment provider. Payment of Fees will be coordinated through such payment provider. Operato is not responsible for the relationship and agreements Client enters with the payment provider .

   4. Late Payment. Should Client fail to make timely payments pursuant to the Agreement, Operato may suspend further performance of any or all Services. If Client fails to pay any due and payable amounts within 10 calendar days after receipt of Operato’s written notice that such amounts are past due, Client shall be deemed to be in material breach of this Agreement.

6. Intellectual Property Rights.

   1. Services and Operato Materials/Client Content.

      1. All right, title and interest in and to the Operato Materials, including all Intellectual Property Rights therein, are and will remain with Operato and, with respect to third-party materials included as part of Third-Party Services, the applicable Third-Party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the third-party materials. Client has no right, license, or authorization with respect to any of the Operato Materials except as expressly set forth in this Agreement. All other rights in and to the Operato Materials are expressly reserved by Operato. “Operato Materials” means the Services, the Platform, specifications, documentation, and Operato systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, work product, technical or functional descriptions, requirements, plans, or reports, that are provided, created or used in connection with the Services or otherwise comprise or relate to the Services, including all data collected by the Platform and Services.

      2. Notwithstanding the above, Operato Materials shall not include any text, images, graphic designs, audio, video or other proprietary content uploaded into, posted on, inserted into, or otherwise made available on the Platform (“Client Content”). To the extent Operato obtains any rights to the Client Content, Operato hereby assigns to Client all right, title and interest in and to the Client Content. To the extent Client obtains any rights to the Operato Materials, Client hereby assigns to Operato all right, title and interest in and to Operato Materials. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

   2. Client Intellectual Property License. Client grants to Operato a limited, non-exclusive, royalty-free right and license during the Term, with the right to use the Client Materials as necessary to fulfill Operato’s obligations under this Agreement, solely for the purpose of providing the Services. “Client Materials” means all images, data and other materials provided by the Client for the purposes of this Agreement, and all Client Content and other content provided by Client for posting on the Platform or through the Services.

   3. Feedback. If Client or any Authorized User transmits or provides any communications or materials to Operato by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or Platform (“Feedback”), Operato is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Client hereby assigns to Operato on Client’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Operato is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Operato is not required to use any Feedback.

7. Confidentiality.

Each Party shall (a) use Confidential Information (as defined below) of the other Party only for the purposes of exercising rights or performing obligations in connection with this Agreement; and (b) use at least reasonable care to protect from disclosure to any third parties any Confidential Information disclosed by the other Party (including without limitation all precautions employed by a Party with respect to its own Confidential Information), in each case, for a period commencing upon the date of disclosure and continuing thereafter. Notwithstanding the foregoing, either Party may disclose Confidential Information (a) to its employees or independent contractors for the purpose of performing its obligations or exercising its rights hereunder, provided that each such employee and independent contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein; and (b) if required by law or a court, provided the receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the disclosing Party to participate in the proceeding. “Confidential Information” means and includes the terms of this Agreement and all confidential and proprietary information of a Party, including, without limitation, computer programs, software, technical drawings, algorithms, know-how, trade secrets, formulas, processes, ideas, inventions (whether patentable or not), designs, schematics and other technical, business, financial, customer and product information, data and development plans, of any nature and in any form whatsoever.

For clarification purposes, any advising relationship between the Client and Operato, as well as all information (documented or verbal) that the Client shares with the Operato Advisor as part of this relationship, constitutes Confidential Information. However, please be aware that the Advisor-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege.

Confidential Information does not include information that the receiving Party can document: (i) is or becomes (through no improper action or inaction by the receiving Party) readily available to the public; (ii) was in its possession or known by it without restriction on disclosure or use prior to receipt from the disclosing Party; (iii) was rightfully disclosed to it by a third party that rightfully received such information without restriction on disclosure or use; or (iv) was independently developed without use of any Confidential Information of the disclosing Party.

1. Term and Termination.

   1. Term. Unless earlier terminated in accordance with this Agreement, this Agreement will continue in effect for the period set forth in the applicable Client Order as extended pursuant to the Terms of Service.

   2. Auto Renewal. If Client does not cancel any subscription Services prior to the end of the then current subscription Services term, the subscription Services will automatically renew at the current Operato monthly rate and be automatically billed and charged to you using the payment method originally used to purchase the subscription Services. Operato will provide you with reasonable prior notice of any change in subscription Fees to give you an opportunity to terminate your subscription Services before such change becomes effective. Your continued use of the subscription Services after the fee change comes into effect constitutes your agreement to pay the modified subscription Services fee amount.

   3. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

      1. either Party may terminate this Agreement or Client Order effective on written notice to the other Party, if the other Party materially breaches this Agreement or the applicable Client Order, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ninety (90) days (ten (10) days for any failure to pay amounts due) after the non-breaching party provides the breaching party with written notice of such breach; and

      2. either Party may terminate this Agreement (and all Client Orders), effective immediately upon written notice to the other Party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

      3. Either Party may otherwise provide written notice to the other Party to terminate the Services at the end of the then current term. 

      4. Client may notify Operato of termination via an email to cancel@Operato.com from its primary email address. Operato may notify Client of termination via an email to the email address set forth in the Client Order.

      5.   Operato may charge Client for any outstanding Fees as of the date of termination.

   4. Surviving Terms. Any provision or other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

2. Representations, Warranties and Disclaimers.

   1. Operato Warranties. Operato represents and warrants that all Services will be provided in a reasonable and workmanlike fashion.

   2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, ALL SERVICES, THE PLATFORM, AND ALL Operato MATERIALS, ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS, AND Operato DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES, THE PLATOFORM OR Operato MATERIALS. Operato SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, Operato MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR Operato MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY SERVICES AND MATERIALS ARE PROVIDED “AS IS”, AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES OR MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY SERVICES AND MATERIALS.

   3. Further disclaimer. OPERATO, AND ITS ADVISORS, ARE NOT TRAINED OR EDUCATED ADVISORS, COACHES, TRAINERS, OR PROFESSIONAL. the platfOrm and the services are not intended to be a substitute for professional advice. Under no circumstances will operato be liable for any loss or damage caused by cleint’s reliance on information obtained through the platform and services. It is client’s responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the servuices or platform. clients should seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. Never disregard professional advice, including medical advice, or delay in seeking it, because of something you have read on the platofrm or heard from the advisor.

3. Client Indemnification. Client shall indemnify, defend and hold harmless Operato and its officers, directors, employees, agents, stockholders, successors and assigns (each, a “Operato Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees incurred by such Operato Indemnitee in connection with any arising out of or relating to any claim, suit, action or proceeding by a third party that arises out of or relates to any: (a) Client Materials, including any processing of Client Materials by or on behalf of Operato in accordance with this Agreement; (b) use of any Third Party Services, (c) allegation of facts that, if true, would constitute Client’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Client, or any third party on behalf of Client, in connection with this Agreement; or (e) Client’s violation or alleged violation of applicable law.

4. Limitations of Liability.

   1. EXCLUSION OF DAMAGES. IN NO EVENT WILL Operato OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

   2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF Operato UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY Client TO Operato IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE ACTION OR CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

5. Force Majeure. Neither Party shall be liable for any default or delay in the performance of any of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (a) fires, floods, earthquakes, hurricanes, epidemics, pandemics, elements of nature or acts of God; (b) acts of war (declared and undeclared), acts of terrorism, sabotage, strikes or other labor disputes, riots or other acts of civil disorders, rebellions or revolutions; (c) extraordinary malfunction of third-party Internet infrastructure, data centers or related systems or (d) acts of any governmental authority with respect to any of the foregoing or other acts such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders,, and provided that such default or delay cannot reasonably be circumvented by the non-performing Party through the use of commercially reasonable alternate sources, workaround plans or other commercially reasonable means.

6. Miscellaneous.

   1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

   2. Notices. Any notice to be given under this Agreement shall be in writing and delivered by hand U.S. mail or electronic mail to the addresses set forth in this Agreement for Operato or as set forth in the Client Order for Client. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by e-mail, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the 3rd day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

   3. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

   4. Entire Agreement. This Agreement, together with the Client Order and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

   5. Assignment. Neither Party may assign this Agreement, whether voluntarily, involuntarily, by merger, consolidation, dissolution, operation of law, or in any other manner, without the prior written consent of the other Party; provided, however, that, notwithstanding the foregoing, Operato may assign this Agreement to (i) any affiliate or (ii) a third party by way of merger, acquisition, consolidation or sale or transfer of all or substantially all of its assets or membership units. Any purported assignment of rights in violation of this Section is void.

   6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

   7. Amendment and Modification; Waiver. Except as otherwise provided, no waiver or modification of this Agreement or any Client Order will be binding upon either Party unless made in writing and signed by duly authorized representatives of such Party, and no failure or delay enforcing any right will be deemed a waiver of such right.

   8.  Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

   9.  Governing Law. All matters relating to the Services, the Platform, and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

   10. Arbitration

(a) Scope, Governing Rules. The Parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall exclusively be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”).

(b) Authority of Tribunal, Judicial Review. The award rendered by the arbitrator shall be final and non-appealable and binding on the Parties and may be entered and enforced in any court having jurisdiction.

(c) Selection of Tribunal. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.

(d) Seat of Arbitration. The seat or place of arbitration shall be Denver, Colorado, and the Parties waive any objection to arbitration taking place in Denver.

1. Attorneys’ Fees. In the event that any arbitration or any other action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

 

 

SCHEDULE A

SERVICES

 

1.  Services Descriptions. The current Services are identified on the Operato Platform at www.Operato.com. The particular Services provided to a Client will be set forth in the Client Order. Unless otherwise agreed, the Services will be provided by current or former Special Forces members or veterans (“Advisors”).  Advisors are not formally trained or educated in the Services they will be providing and are not licensed professionals.

2. Appointments.  All appointments between an Advisor and Client must be scheduled through Operato’s online scheduling system located at https://www.Operato.com.  Advisors and Clients may discuss meeting times, but all meeting and appointments must be scheduled using the Operato system. 

3.  Fees.  All Fees for Services will be as set forth in the Client Order. If Client schedules a fixed time appointment, and the Parties agree to extend the time, Client will be billed on a prorated basis in five (5) minute blocks of the paid hourly rate.

4. Cancellations. Clients may request rescheduling of appointments 24 or more hours prior to appointment time free of charge. Clients requesting rescheduling 23 hours and 59 minutes or less from appointment time, or failing to show up for an appointment, will be charged the full amount for the missed or rescheduled meeting.

 

 

 

SCHEDULE B

FEES

 

The Fees for the Services shall be as set forth or agreed to in the applicable Client Order. The Fees for some additional services are set forth below. Individual Advisors maintain final determination for all additional charges.

Unscheduled Client initiated phone calls: $5.00 per minute.

Unscheduled Client initiated text messages: $2.00 per text message.

Unscheduled Client initiated video calls: 2x the Client’s normal call order.