Terms of Service

1. Agreement to Terms

By creating an account, starting a free trial, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of a company or other organisation, you represent that you have the authority to bind that entity, and “you” refers to that entity. If you do not agree, you may not use the Service.

Opraly is a single, multi-tenant booking platform used by many different kinds of business — salons and spas, health and dental clinics, gyms and studios, restaurants and delivery operations, home and field-service providers, and taxi and ride fleets. Some sections of these Terms apply only to particular industries or to features you choose to switch on; where that is the case, it is called out below.

2. Definitions

• “Opraly,” “we,” “us” — Opraly, LLC, the entity that provides the Service.
• “Business,” “you” — the business customer (tenant) that subscribes to the Service and uses it to run its operations.
• “End Customer” — an individual who books, buys from, rides with, or is served by a Business through the Service (your client, patient, student, guest, rider, or shopper). An End Customer may use the Service as a guest, without an account.
• “Your Content” — the data and materials you or your End Customers submit to the Service, including customer records, bookings, appointments, rides, orders, clinical records, forms, messages, images, and catalogue and pricing information.
• “Subscription” — the recurring SaaS plan you buy from Opraly to use the Service (distinct from any payments you collect from your own End Customers).
• “Connected Account” — a payment account that lets a Business accept payments from its End Customers through the Service.
• “Payment Processor” — a third-party provider that supplies card capture, connected merchant accounts, payment processing, or subscription billing under its own terms.

3. Accounts & Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service as a Business. You are responsible for keeping your account credentials confidential and for all activity that occurs under your account, including the actions of the staff members, drivers, and other users you invite. Access within your account is governed by roles and permissions; you are responsible for assigning them appropriately. Clinical industries and certain other configurations require multi-factor authentication, which cannot be turned off for those accounts.

You agree to provide accurate, current information and to keep it up to date. Notify us promptly at hello@opraly.com if you suspect any unauthorised use of your account.

4. Subscriptions, Trials, Seats & Billing

Free trial. Eligible new accounts may start a time-limited free trial (currently 30 days). During the trial the Service is usable but subject to trial limits (for example, a single location, a cap on the number of bookings per day, and a requirement to add a payment card before sending pay-per-use messages). There is no free-forever plan: at the end of the trial you must choose a paid plan to keep full access. If you do not, your account moves to a read-only state in which you can sign in, view, and export your data but cannot create new bookings, send messages, or take new charges, until you subscribe.

Paid plans and seats. Paid Subscriptions are offered on a monthly or annual basis and are priced as a base plan fee plus a per-employee (seat) fee, with higher tiers unlocking capabilities such as multiple locations, priority support, and advanced reporting. Adding employees, locations, or paid add-ons increases your fees accordingly. Specific plan names and prices are shown on our pricing page and may change; the prices in effect when you subscribe or renew apply to that period.

Renewal. Subscriptions renew automatically at the end of each billing period until cancelled. By subscribing you authorise us and our billing provider to charge the applicable fees to your chosen payment method at the start of each period.

Cancellation. You may cancel at any time from your account settings. Cancellation takes effect at the end of your current billing period, and you retain access until then. Except where required by law, fees already paid are non-refundable, and we do not provide refunds or credits for partial billing periods, unused time, or downgrades.

Upgrades, downgrades and taxes. You may change plans at any time. Upgrades take effect immediately and may be charged on a prorated basis; downgrades take effect at the start of your next billing period. Fees are exclusive of taxes, and you are responsible for any sales, use, VAT, GST, or similar taxes, except for taxes based on our net income.

5. Verification Messages, Email & Push

When you enter a mobile number and select “Send verification code,” you request an automated one-time text message from Opraly to confirm that you control that number. Message and data rates may apply. Message frequency varies based on your requests. Verification codes expire, are subject to rate limits, and should not be shared.

Consent applies only to the verification message you request and is not a condition of purchase. Reply STOP where supported, or stop requesting codes, to prevent further verification messages. For help, reply HELP where supported or email hello@opraly.com. Blocking these messages may prevent an account or security action that requires proof of phone-number ownership.

The Service may also deliver account notices, receipts, reminders, and other service communications by email or push notification. Where you configure the Service to message your own End Customers, you are the sender: you are responsible for the lawful basis and any consent required, for the accuracy of the contact details you hold, and for honouring preferences, opt-outs, and suppression. The Service applies suppression, consent, mute, and quiet-hours checks to those sends, but those controls do not replace your own obligations.

A messaging channel becomes available to your account only once the registrations, provider approvals, and any additional terms that apply to that channel are in place. Some channels are charged per message at the rate shown on our pricing page or in your account. We may throttle, defer, or block a send that would breach those controls, a provider’s rules, or applicable law.

6. Payments & Money Movement

How you collect payments from your End Customers. The Service can help you accept payments from your own End Customers in two ways:

• Connected merchant account. By default, payments you collect are processed as direct charges on your own connected merchant account. The Payment Processor underwrites and performs identity and business verification for each Business and may decline, restrict, or suspend payment capabilities under its own policies and applicable law. Opraly is not the underwriter or approver, does not decide who is allowed to process, and is not the merchant of record for the sales you make to your End Customers. The underlying transaction is between you and your End Customer and settles to your connected account. The Payment Processor manages your balance, bank account, and payout schedule; Opraly does not initiate or administer merchant payouts. Your use of a Payment Processor is also governed by its applicable terms.
• Bring-your-own processor (BYO). Alternatively, a Business may connect its own payment processor account. In that case Opraly is not the processor and is not involved in the money movement; that processor’s terms govern those transactions.

Opraly’s fee. Where you process payments through a connected merchant account, Opraly earns the platform fee disclosed in your account or pricing, in addition to your Subscription. Payment processing, interchange, and network costs are set by the Payment Processor and payment networks, not by Opraly.

Disputes, refunds and chargebacks. You are solely responsible for the goods and services you sell, and for the charges, refunds, credits, chargebacks, disputes, and tax handling between you and your End Customers. You are responsible for any negative balances, refunds, and chargebacks arising from your sales. Opraly is not a party to those transactions and is not responsible for the goods or services you provide.

How Opraly bills you. Opraly bills its own Business customers for the Subscription through a third-party billing provider. Card data for your Subscription and the payments you collect is handled directly by the applicable provider; Opraly does not store full card numbers. The Service stores only payment-method tokens and safe display details, such as card brand and last four digits. Each party remains responsible for its own obligations under applicable payment-security standards and its agreements with the provider.

Payroll and money movement. The Service includes tools such as tips capture, commission and payroll reporting, and records of worker payouts made outside Opraly.Opraly is not a payroll processor, a tax withholding agent, an employer of record, or a money transmitter acting as principal for your business, and does not initiate payroll or worker payouts. Opraly provides reporting; calculating, withholding, filing, and remitting payroll, employment, and other taxes, and complying with employment and classification law, are your responsibility and/or that of your third-party payroll partner. You are responsible for determining the correct tax treatment of your transactions; the Service applies the tax rates and rules you configure.

7. Acceptable Use (General)

You agree not to, and not to permit others to:

• use the Service to violate any law, regulation, or third-party right, or to send unlawful, deceptive, or unsolicited messages;
• upload malware, attempt to gain unauthorised access to the Service or related systems, or interfere with its integrity or performance;
• reverse engineer, scrape, or resell the Service except as permitted by law or these Terms;
• use the Service to process payments or bookings for fraudulent, high-risk, or prohibited activities, or for any activity restricted by your Payment Processor;
• use the Service in a way that infringes the privacy or rights of your End Customers or that exceeds the consents and lawful bases you hold for their data.

8. Business Responsibilities by Industry

The Service is configured for different industries. In addition to the general rules above, the following responsibilities apply to the way you use the Service. You, not Opraly, are responsible for operating your business lawfully and safely; Opraly provides software tooling and does not provide regulated professional, medical, food-safety, transportation, or financial services.

8.1 Beauty & wellness (salons, barbers, spas)

For appointments, client records, and images (including before/after photos), you are responsible for obtaining any consents you need to store and use client information and images, for the safety and licensing of the services you provide, and for honouring client preferences, allergy and medical flags, and do-not-book constraints you record.

8.2 Health clinics & dentists (clinical)

For clinical use — protected health information, clinical/SOAP notes, treatment plans, insurance eligibility and superbills, clinical images, and patient documents — the Service provides technical safeguards including encryption at rest for clinical fields, access controls and role-based permissions, audited and signed PHI file access, mandatory multi-factor authentication for clinical accounts, an append-only PHI access log, break-glass controls, and retention/disposal sweeps aligned to a statutory retention floor. These are technical controls, not a certification. Clinical features may not be used with real PHI unless you complete the required clinical approval process and all required agreements, including applicable Business Associate Agreements with Opraly and relevant sub-processors, are in effect. You remain responsible for your own clinical, professional-licensing, scope-of-practice, insurance/billing, consent, recordkeeping, and regulatory obligations (including HIPAA and any equivalent local law), for your risk assessment and workforce training, and for the accuracy of the clinical records you create. Opraly does not provide medical advice or clinical judgement.

8.3 Classes & studios (gyms, dance, martial arts)

For memberships, class packs, term enrolments, and attendance, you are responsible for the safety of your classes and instruction and for the terms of the memberships and packages you sell. Where you serve minors, you are responsible for collecting the required guardian consent and waivers, for the accuracy of any date-of-birth and age-restriction data used to gate enrolment, and for supervising minors. The Service provides waiver, consent, intake-form, and guardian-linking tooling, but it is your responsibility to obtain and retain valid, enforceable waivers and consents.

8.4 Restaurants & delivery

For food orders, dine-in, pickup, curbside, and delivery, you are responsible for food safety, hygiene, licensing, and for the accuracy and completeness of allergen and ingredient information shown to guests — Opraly displays the menu and allergen content you enter and does not verify it. Where you operate your own delivery using the Service’s dispatch tooling, you are responsible for your drivers, vehicles, insurance, and for handling driver and customer location and contact data lawfully.

8.5 Home & professional services

For on-site and in-home work — pest control, cleaning, plumbing, electrical, pressure washing, HVAC, handyman and similar trades — you are responsible for the licensing, insurance, permits, and safety of the work you perform, and for the people you send to a customer’s property, including their vetting, supervision, and conduct. You are responsible for the accuracy of the service areas you define and the arrival windows you promise; for handling site-access information (gate codes, keys, lockbox and alarm details) securely and disclosing it only to the crew that needs it; and for loss or damage at a customer’s property. Where you sell recurring service plans, you are responsible for disclosing their price, cadence, and cancellation terms before the customer agrees, and for holding the authorisation needed to bill a stored payment method on that cadence. Opraly schedules, dispatches, and records the work; it does not perform the work, does not vet or employ your workers, and is not a party to the service you provide.

8.6 Products & inventory

For product sales, returns, and inventory, you are responsible for the products you sell, your pricing and tax configuration, your returns and refund policy, and the accuracy of stock, valuation, and cost data you maintain. Inventory figures and reports are tools to help you operate and are not a substitute for your own controls.

8.7 Rides & taxi

For transportation services, you are responsible for the safety and legality of the rides you provide; for licensing, insurance, and permits for your operation, drivers, and vehicles; and for the verification and currency of driver compliance documents(licence, insurance, inspections). You are responsible for the lawful handling of precise location/GPS data and of driver and passenger data, including the live tracking links the Service can generate, and for your own safety procedures. The Service’s safety, SOS, and check-in features are operational aids and are not an emergency service; in an emergency, contact the appropriate emergency services directly. Opraly does not control vehicles, drivers, or trips and is not responsible for the conduct of any ride.

9. Your Content & Customer Data

You retain all rights to Your Content, including the information about your End Customers — appointments, clinical records, rides, orders, bookings, forms, messages, and images. We do not claim ownership of Your Content. As between you and Opraly, for the data your business uploads about its own End Customers, you are the controller and Opraly acts as your processor (or service provider/business associate, as applicable); for your own account information and our websites, Opraly is the controller. Our Privacy Policy describes how we handle personal information. Where applicable law requires a data processing agreement between us, or where your use involves PHI and a Business Associate Agreement is required, the covered processing may begin only once that agreement is in effect.

You grant Opraly a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, and process Your Content solely as needed to operate, secure, and improve the Service and to provide it to you and your End Customers. You are responsible for Your Content and for ensuring you have the rights, lawful basis, and any consents needed to provide it to us and to have us process it, including any sensitive data such as health information, government identifiers, or location data. The Service provides data-export and data-erasure tooling to help you and your End Customers exercise applicable access, portability, and deletion rights.

10. Support, Account Access & Impersonation

Opraly provides a built-in support system spanning three relationships: between an End Customer and your business, between your business and Opraly, and between an End Customer and Opraly. Priority handling on the Opraly support queues is an Enterprise-tier benefit; the customer-to-business support channel is available to every Business.

To help resolve a support request, Opraly support staff may sometimes need to view your account the way a user sees it (“impersonation” or “view as user”). This access is tightly constrained: it happens only within the context of an open support ticket, only after the relevant user explicitly approves it, is read-only, time-limited, and audited. We describe this access as a data-access practice in our Privacy Policy. We do not access the contents of your account this way without that approval, except where we are required to by law or to address a genuine security or safety emergency.

11. Intellectual Property & Copyright

The Service, including its software, design, text, graphics, and trademarks, is owned by Opraly or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes. All rights not expressly granted are reserved. If you send us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without restriction.

11.1 Copyright complaints

Businesses and their End Customers upload images, menus, catalogue copy, and documents to the Service. If you believe material on the Service infringes your copyright, send a notice to legal@opraly.com that identifies the work, identifies the material and where it appears, gives your contact details, and states that you believe in good faith the use is not authorised and that the information in your notice is accurate. We review complete notices, remove or disable access to material where appropriate, notify the account involved so it can respond, and terminate the accounts of repeat infringers.

12. Service Availability, Beta Features & Changes

We work hard to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable during planned maintenance or because of factors beyond our control.

We may offer features identified as beta, preview, or experimental. These are provided “as is” for evaluation, may be changed or removed at any time, and may not be supported. We may also add, modify, or discontinue features of the Service over time. Certain features depend on third-party payment, mapping, eligibility, and communications providers and on you completing required registrations; those features are subject to those providers’ terms and availability.

13. Disclaimers

The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, secure, or error-free. Opraly does not provide legal, medical, accounting, tax, food-safety, or transportation-safety advice, and the Service is not a substitute for your own professional judgement or compliance with the laws and regulations that apply to your business. Opraly is not certified or attested under any compliance regime by virtue of these Terms.

14. Limitation of Liability

To the fullest extent permitted by law, Opraly and its suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Service. Our total aggregate liability for any claim relating to the Service will not exceed the amounts you paid to us for the Service in the twelve months before the event giving rise to the claim.

These limits apply to all claims however they are framed — contract, tort, statute, or otherwise — and apply even if a limited remedy fails of its essential purpose. They do not limit your obligation to pay fees you owe or your obligations under Indemnification, and they do not limit either party’s liability for fraud, wilful misconduct, or death or personal injury caused by its negligence. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Opraly and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to Your Content, your use of the Service, the goods or services you provide, your messaging to End Customers, your handling of your End Customers’ data, your regulatory and professional obligations, or your breach of these Terms or applicable law.

16. Termination & Suspension

You may stop using the Service and close your account at any time. We may suspend or terminate your access if you breach these Terms, create risk or legal exposure for us, or fail to pay fees when due. We may also suspend specific capabilities (such as payment processing or messaging) where a third-party provider requires it or where required by law. On termination, your right to use the Service ends, and we may delete Your Content after a reasonable retention period, except where we are required to keep it (for example, clinical records retained under a statutory retention obligation). Sections that by their nature should survive termination will survive.

17. Disputes, Arbitration & Governing Law

17.1 Talk to us first

Before starting an arbitration or a court proceeding, you agree to describe the dispute to us in writing at legal@opraly.com — what happened and what you want — and to give us 60 days to resolve it. We will do the same before bringing a claim against you. This step is a precondition to filing, and the limitation period for the claim is paused while it runs.

17.2 Binding individual arbitration

If a dispute is not resolved informally, you and Opraly agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration before a single arbitrator, rather than in court, except as set out in 17.4. The arbitration will be administered by the American Arbitration Association (AAA) under its rules then in effect — its Consumer Arbitration Rules where those apply, otherwise its Commercial Arbitration Rules, which also govern filing and arbitrator fees. This agreement to arbitrate is governed by the Federal Arbitration Act. The arbitrator decides the dispute and questions about the scope of this agreement to arbitrate; a court, not the arbitrator, decides whether the waiver in 17.3 is enforceable. The arbitrator may award the same individual relief a court could, and the award may be entered as a judgment in any court with jurisdiction. An arbitration may proceed on written submissions, by telephone or video, or in person at a location the parties agree or the AAA sets.

17.3 No class actions

Claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding. If this waiver is held unenforceable as to a particular claim or request for relief, that claim or request is severed and heard in court under 17.6, and everything else stays in arbitration.

17.4 What arbitration does not cover

Either party may instead bring a qualifying individual claim in small-claims court, and either party may ask a court for an injunction or other equitable relief to stop the infringement or misuse of intellectual property, confidential information, or account credentials. Nothing here prevents you from reporting a matter to a government agency or regulator.

17.5 Your right to opt out

You may reject this arbitration agreement by emailing legal@opraly.com within 30 days of first accepting these Terms, giving your account name and a clear statement that you opt out of arbitration. Opting out is free, does not affect your use of the Service or any other part of these Terms, and leaves disputes to the courts under 17.6.

17.6 Governing law & venue

These Terms and any dispute arising from them are governed by applicable law, without regard to conflict-of-laws rules. For a dispute that is not subject to arbitration, either party may bring proceedings in a court that has lawful jurisdiction over the dispute. Nothing in this section limits a non-waivable right or remedy available to you under the law of the country or state where you live, and if any part of this section is unenforceable where you live, that part does not apply to you.

18. General Terms

• Entire agreement and precedence. These Terms, our Privacy Policy, and any order or written agreement you enter into with us form the entire agreement between you and Opraly about the Service and replace any earlier understanding about it. Where they conflict, a signed written agreement controls first, then a data processing or Business Associate Agreement for the processing it covers, then these Terms.
• Severability. If a provision is held unenforceable, it is limited or removed to the minimum extent needed and the rest of these Terms stay in force.
• No waiver. Not enforcing a provision on one occasion is not a waiver of it, and no waiver is effective unless given in writing.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Any other attempted transfer is void, and these Terms bind each party’s permitted successors.
• Notices. We send legal notices to the email address on your account or by a notice inside the Service, so you are responsible for keeping that address current. Send legal notices to us at legal@opraly.com; we will provide a postal address for written correspondence on request. A notice is effective when sent.
• Force majeure. Neither party is liable for a delay or failure caused by something outside its reasonable control — for example a natural disaster, war, labour action, network or power failure, or the failure of a third-party provider. This does not excuse an obligation to pay.
• No third-party beneficiaries. These Terms are between you and Opraly. Your End Customers and your staff are not parties to them and gain no rights under them.
• Trade controls. You must comply with applicable export-control and sanctions laws. You may not use the Service if sanctions prohibit it or if you are located somewhere those laws forbid us to provide it.
• Independent parties. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship between you and Opraly.
• Survival. Provisions that by their nature should survive do — including the licence you grant over Your Content, fees owed, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and this section.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by email before they take effect. Your continued use of the Service after the changes become effective constitutes acceptance of the updated Terms. The effective date above shows when the updated Terms take effect.

20. Contact

The Service is provided by Opraly, LLC. If you have questions about these Terms, contact us at legal@opraly.com; for help with your account, contact hello@opraly.com or our contact page. How we handle personal information is described in our Privacy Policy.