SOpti Inc. – Terms and Conditions of Service
Effective Date: October 14, 2026
Last Updated: October 14, 2026
Company: SOpti Inc., a Texas corporation
Website: https://sopti.ai
Contact: admin@sopti.ai
These Terms and Conditions of Service ("Terms") are a legally binding agreement between SOpti Inc. ("SOpti," "we," "us," or "our") and the individual or entity that accesses or uses the Services ("Customer," "you," or "your").
SOpti provides an intelligent store operations platform for business operations, equipment and sensor monitoring, food safety and checklists, inventory and production, workforce management, compliance tracking, and operational analytics. These Terms govern your use of SOpti's websites, cloud software, web and mobile applications, connected devices, integrations, analytics, documentation, and related services (the "Services").
You accept these Terms by creating an account, signing an Order Form, accepting them electronically, or using the Services. If you accept on behalf of an organization, you confirm that you have authority to bind it. If you do not agree, do not use the Services.
The Services are intended for commercial and business use. You confirm that you are legally able to enter into these Terms.
You may allow your employees, managers, contractors, franchisors, and other authorized representatives to use the Services within your subscription. You are responsible for:
You are responsible for activity in your accounts, except where caused by SOpti's breach of its obligations. SOpti may use reasonable authentication, monitoring, and security measures to protect the Services.
Subject to these Terms and payment of applicable fees, SOpti grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to use the Services for your internal business operations. No ownership rights in the Services are transferred to you.
You must not, and must not allow others to:
All rights not expressly granted to you are reserved by SOpti and its licensors.
The Services are provided under subscription plans, add-ons (such as additional brands or modules), enterprise agreements, or other written arrangements. Fees, features, number of locations, hardware, billing frequency, and other charges are set out in your Order Form, subscription confirmation, or written agreement.
Unless your Order Form says otherwise, paid subscriptions have a minimum initial term of thirty-six (36) months starting on the Subscription Start Date. Paying monthly or annually does not change the commitment.
You agree to pay all subscription, add-on, hardware, installation, integration, and other agreed fees when due, using an authorized payment method. You authorize SOpti and its payment processor to charge recurring fees under your billing arrangement. When you add or remove paid add-ons, your recurring charge changes accordingly from the next billing cycle unless stated otherwise.
If a payment is not received when due, SOpti may give notice and, after a reasonable opportunity to pay, suspend the affected Services. SOpti may suspend immediately where needed to prevent fraud or a security risk. Unpaid amounts remain owed.
Fees do not include sales, use, excise, or similar taxes unless stated. You are responsible for these taxes, other than taxes on SOpti's net income.
Except as stated in an Order Form or required by law, fees paid are non-refundable.
If you end a subscription before the minimum term is complete, you agree to pay an early termination charge of $1,500 per affected store location, as specified in your Order Form and to the extent permitted by law. This charge recovers subsidized hardware, deployment, installation, and onboarding costs; it is a reasonable estimate of those costs and not a penalty. It does not apply if you terminate because of SOpti's uncured material breach.
Unless your Order Form says otherwise, subscriptions renew automatically for successive twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the current term ends. SOpti will tell you about any price change for a renewal term in advance.
You own all business, operational, employee, transaction, inventory, and other information submitted to or collected through the Services on your behalf ("Customer Data"). SOpti does not gain ownership of Customer Data by storing or processing it.
You grant SOpti a limited, non-exclusive right to host, store, transmit, analyze, and otherwise process Customer Data as needed to:
You confirm that you have the rights, permissions, and notices needed to provide Customer Data and authorize its processing, and you are responsible for its legality, accuracy, and completeness. This includes giving employees and others any required notices and obtaining any required consents, including for scheduling, monitoring, and camera features.
Personal information is handled under SOpti's Privacy Policy and, where signed, a Data Processing Addendum ("DPA"). For processing of personal information on your behalf, the DPA controls if it conflicts with these Terms.
SOpti may create and use aggregated or de-identified data from operating the Services for product development, performance analysis, benchmarking, research, and improving predictive models. This data will not reasonably identify you, your employees, or any individual. SOpti will not give identifiable Customer Data to your competitors for their own use without your authorization.
The Services can connect to point-of-sale systems, delivery platforms, supplier and inventory systems, accounting and scheduling software, payment providers, and other third-party services. You authorize SOpti to access and process information from them only as needed to perform the functions you request.
You confirm that you have the rights and permissions to authorize each integration and that you will comply with your agreements with those providers. SOpti's acceptance of an integration request does not mean the third-party provider has approved it.
SOpti may use authorized APIs, data exports, and other lawful technical methods. SOpti may decline, suspend, or end an integration that it reasonably believes creates legal, security, contractual, or operational risk. Nothing in these Terms authorizes unauthorized access to a third-party system or circumventing its access controls.
SOpti does not control third-party systems and is not responsible for failures caused by their outages, API changes, revoked permissions, or other changes outside SOpti's reasonable control.
To the extent permitted by law, you will indemnify SOpti against third-party claims arising from your lack of required authorization or your breach of your agreements with third-party providers, except to the extent caused by SOpti's own unauthorized conduct, negligence, or breach.
Some Services use temperature, door, vibration, and other sensors, gateways, cameras, or other connected hardware. Ownership, pricing, replacement, and installation terms are set out in your Order Form or hardware agreement.
Sensor readings and diagnostics can be affected by the environment, installation position, connectivity, calibration, battery level, or equipment setup. SOpti does not guarantee that devices will detect every equipment failure or abnormal condition.
Your rights and obligations for hardware after termination, including any purchase, return, or recovery requirements, are governed by your Order Form.
The Services can send alerts by email, SMS text message, and push notification. Alerts depend on devices, networks, carriers, and third-party delivery providers, so SOpti cannot guarantee that every alert will be delivered, or delivered on time. You are responsible for keeping contact details and alert settings up to date and for having procedures that do not rely solely on alerts, such as regular checks of equipment and product. By providing a mobile number for SMS alerts, you confirm you are authorized to receive messages at that number; message and data rates may apply, and you can reply STOP to opt out.
SOpti may provide AI-assisted features, such as the AI Assistant, summaries, equipment health assessments, predictive maintenance indicators, recommendations, and automated alerts. These support, but do not replace, your judgment and oversight.
Predictions, health scores, and recommendations depend on available data, models, and assumptions and may be inaccurate. SOpti does not guarantee that any equipment failure, safety issue, loss, compliance violation, or disruption will be predicted or prevented.
You remain responsible for evaluating recommendations and for final decisions about staffing, food safety, equipment maintenance, inventory, compliance, and your business.
The Services do not replace licensed technicians, certified food safety personnel, accountants, legal advisers, or regulatory inspections. Recipes, allergen information, and checklists provided in the Services are aids; you must verify them against your brand's official standards and applicable regulations before relying on them, especially allergen information given to guests.
SOpti and its licensors own all rights in the Services and their underlying technology, including software, source code, algorithms and models, architecture, workflows, interfaces and designs, documentation and training materials, trademarks and branding, proprietary methods and know-how, and all improvements and derivative works.
SOpti's intellectual property rights do not extend to your Customer Data.
If you give SOpti suggestions or feedback, you grant SOpti a perpetual, worldwide, royalty-free, non-exclusive right to use it to improve its products, without disclosing your confidential information.
No rights to SOpti's patents, copyrights, trademarks, trade secrets, or other intellectual property are granted except as expressly stated in these Terms.
"Confidential Information" means non-public business, technical, financial, operational, or proprietary information that one party discloses to the other and that is marked confidential or should reasonably be understood as confidential. It includes Customer Data and SOpti's non-public software, documentation, pricing, and architecture.
Each party will protect the other's Confidential Information with reasonable care, use it only for purposes allowed by these Terms, and share it only with personnel and service providers who need to know it and are bound by similar obligations.
Confidential Information does not include information that becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction.
A party may disclose Confidential Information when required by law, after giving notice where legally permitted and taking reasonable protective steps.
These obligations last for three (3) years after termination, except that trade secrets remain protected while they qualify as trade secrets and personal information remains subject to applicable privacy obligations.
SOpti will use commercially reasonable efforts to keep the Services available and performing well. Unless a separate Service Level Agreement says otherwise, SOpti does not guarantee uninterrupted or error-free operation.
SOpti may perform scheduled maintenance, upgrades, and security updates and, where practical, will give advance notice of maintenance expected to materially affect availability.
SOpti may improve, update, or replace features, but will not materially reduce the core functionality you purchased during your current term without an appropriate remedy.
Features labeled beta, preview, or similar are provided for evaluation, may change or be withdrawn, and are provided "as is."
Support is provided according to your subscription plan or a separate support agreement.
You are responsible for your business operations and compliance with applicable laws, including those on food safety and sanitation, employment, scheduling, wages, and workplace requirements, consumer and employee privacy and monitoring (including video), equipment operation and maintenance, health inspections and regulatory reporting, financial records, and your third-party software agreements. SOpti provides tools to assist with these activities but does not take on your legal or operational obligations.
SOpti may suspend access where reasonably necessary because of material non-payment, unauthorized or unlawful activity, a security threat or suspected account compromise, a material violation of these Terms, or conduct that threatens the integrity of the Services. Where practical, SOpti will give notice and an opportunity to fix the issue.
Either party may terminate if the other materially breaches these Terms and does not cure the breach within thirty (30) days after written notice, or a shorter period where justified by an urgent security or legal concern.
You may request early termination subject to the minimum term and early termination charge in Section 3.7.
On termination, your license and access end, outstanding amounts remain due, SOpti may disable the affected accounts, Customer Data is handled under the retention and deletion terms of the Privacy Policy, and provisions intended to survive remain in effect.
Once undisputed amounts are paid, and subject to security requirements, SOpti will give you a reasonable opportunity to request an export of available Customer Data after termination, under its data retention procedures.
SOpti will provide the Services in a professional manner with commercially reasonable care and skill.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR REQUIRED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SOPTI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
SOpti does not guarantee specific savings, profit improvements, equipment performance, inspection or regulatory outcomes, or reductions in losses or waste.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, SPOILED OR LOST INVENTORY, OR BUSINESS INTERRUPTION, ARISING FROM THESE TERMS OR THE SERVICES.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO SOPTI IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
The cap does not limit: your obligation to pay fees; either party's fraud or willful misconduct; your infringement or misappropriation of SOpti's intellectual property; liabilities that cannot be limited by law; or indemnification obligations that a signed agreement expressly excludes from the cap.
The parties agree that these limitations are an essential part of their agreement and allocation of risk.
You will defend, indemnify, and hold harmless SOpti and its officers, directors, employees, and affiliates from third-party claims, damages, liabilities, and reasonable legal costs arising from your unlawful use of the Services, your material breach of these Terms, Customer Data that infringes third-party rights, your failure to obtain required permissions for integrations, or your violation of employment, privacy, or operational laws, to the extent the claim is caused by your conduct and not SOpti's.
SOpti will defend you against third-party claims that SOpti's proprietary software, as provided and used under these Terms, infringes a United States patent or copyright, subject to these Terms. This does not apply to claims arising from unauthorized modifications, Customer Data, third-party integrations, or combinations not provided or approved by SOpti where the claim would not otherwise have arisen.
The party seeking indemnification must give prompt notice, let the indemnifying party control the defense, and reasonably cooperate. No settlement may impose an admission of fault or a material non-monetary obligation on the indemnified party without its consent.
You are responsible for maintaining insurance appropriate to your business, including property, equipment, spoilage, general liability, workers' compensation, and business interruption coverage where applicable. SOpti is not an insurer. Monitoring, alerts, and predictive analytics do not replace insurance or preventive maintenance.
Neither party is liable for delay or failure to perform non-payment obligations caused by events beyond its reasonable control, such as natural disasters, government actions, widespread internet or carrier failures, power outages, or labor disruptions. The affected party will use reasonable efforts to limit the impact and resume performance.
SOpti may update these Terms to reflect legal requirements, security developments, or changes to the Services. Material changes will be communicated with reasonable advance notice. Changes will not alter your committed pricing, term, or other material rights during a current fixed term without your agreement, unless required by law. Continued use after a properly notified change takes effect means you accept it, to the extent permitted by law.
These Terms are governed by the laws of the State of Texas, United States, without regard to conflict-of-laws rules.
Subject to applicable law, disputes will be brought exclusively in the state or federal courts with jurisdiction over Tarrant County, Texas.
Before starting litigation, the parties will try to resolve the dispute through good-faith discussions for at least thirty (30) days after written notice. Either party may seek urgent injunctive relief to protect confidential information, intellectual property, or system security.
These Terms, with your Order Forms, any DPA, and other expressly incorporated written agreements, are the entire agreement about the Services.
If documents conflict, this order applies unless agreed otherwise: (1) a mutually signed agreement that expressly overrides these Terms; (2) the DPA, for personal data processing; (3) the Order Form; (4) these Terms; (5) incorporated policies.
You may not assign these Terms without SOpti's prior written consent, which will not be unreasonably withheld. SOpti may assign them in a merger, acquisition, reorganization, or sale of substantially all relevant assets, if the assignee assumes SOpti's obligations.
If a provision is found invalid or unenforceable, the rest remain in effect. Not enforcing a provision is not a waiver of it.
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, or agency relationship.
Electronic signatures, online acceptance, and electronic records may be used to form and evidence these Terms. Contractual notices must be given by the methods in your Order Form or other agreed written means.
Provisions on accrued payments, intellectual property, confidentiality, data handling, limitation of liability, indemnification, dispute resolution, and others that by their nature should survive will remain in effect after termination.
SOpti Inc.
Website: https://sopti.ai
Email: admin@sopti.ai
SOpti Inc. — Smarter Stores. Brighter Tomorrows.
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