NOT FINALIZED, STILL NEEDS TEAM APPROVAL AND PLACEHOLDER REPLACEMENTS FILLED IN

Operon: Terms of Use and Software License

SOEN 490 Capstone, Concordia University. DRAFT FOR INSTRUCTOR REVIEW. Not legal advice.

Version: 0.1 (draft) | Last updated: October 4, 2026 | Sponsor: FA Systems Technologies Inc.

Points to confirm with the instructor before adopting this text

• Whether the IP assignment wording in Section 3 matches the Student Project Sponsorship Acknowledgement, the VPRGS-9 Annex A opt-out, and the repository license.
• Whether the sponsor's founder being a team member requires any change to Sections 3 and 14.
• Whether the limitation of liability (Section 12) and indemnity (Section 11) are acceptable under Quebec law and Concordia policy.
• Whether a French version is required (Section 14) and who is responsible for producing it.
• Whether the commitments in Sections 6 to 8 (retention, subprocessors, breach notice) match what the platform will actually do. Remove any that the team cannot honour.
• Bracketed items [like this] are placeholders to fill in.

1. Purpose and status of Operon

1.1 Operon (the "Software") is a human-supervised AI agent platform for small service businesses. It consists of a context store (the "Brain"), task-scoped agents (the "Workforce"), and a dashboard with role-based access and an audit log (the "Command Center").

1.2 Operon is developed by students as a course project in SOEN 490 at Concordia University, for the sponsor, FA Systems Technologies Inc. (the "Sponsor"). It is a first version intended for evaluation and feedback. It is not a commercial product and is not offered with support, uptime, or maintenance commitments.

1.3 These terms apply to anyone who installs, runs, or uses the Software (a "User") and to the organization they act for (the "Organization"). If you accept on behalf of an Organization, you confirm you have authority to do so.

1.4 Users must be at least 18 years old.

2. Definitions

2.1 "Your Content" means documents, conversations, records, and other data that you or your Organization put into Operon, including the contents of the Brain.

2.2 "Draft" means any output an agent produces from Your Content. "Decision" means a named User's recorded acceptance or rejection of a Draft.

2.3 "Model Provider" means a third party whose hosted AI model or API Operon sends data to. "Local Model" means an open-weight model run on infrastructure you control.

3. Software license and ownership

3.1 Subject to these terms, the Sponsor grants you a non-exclusive, non-transferable, revocable license to install, run, and use the Software for your internal business purposes. Source code is licensed under the repository license [name the license, e.g. as chosen with the instructor], which applies to the code itself and prevails over this section for code-level rights.

3.2 Copyright in the Software is held by the Sponsor, based on voluntary assignment by the student contributors through Concordia's Student Project Sponsorship Acknowledgement. Contributors who opted out under VPRGS-9 Annex A retain their rights in the parts they contributed [confirm wording with instructor]. Nothing in these terms transfers ownership of the Software to you.

3.3 You may not remove copyright or license notices, present the Software as your own, or use the Operon name to suggest endorsement by Concordia University or the student team without written permission.

3.4 If you give feedback or suggestions, the Sponsor and the student team may use them to improve the Software without compensation to you and without any obligation of confidentiality, but they will not be attributed to you or your Organization publicly without consent.

4. Your Content

4.1 As between you and us, you own Your Content and the Drafts generated from it. We claim no ownership of either.

4.2 You give the Sponsor and the student team a limited, non-exclusive license to process Your Content only to operate the Software for you, to secure it, and to meet legal obligations. Evaluation of agent quality using Your Content happens only with your written opt-in, and only on redacted data.

4.3 You confirm that you have the rights and consents needed to put Your Content into Operon, including consent from the people whose personal information it contains, and that doing so does not break any law or third-party right.

4.4 You may delete Your Content at any time. On deletion, active copies are removed within [30] days. Backups may keep copies for up to [35] days before they are overwritten. Audit-log entries that record who approved what are kept for [period] so that the chain of decisions stays intact, but they contain references rather than full content where possible.

4.5 Within an Organization, Your Content is visible to other Users according to the roles the Organization assigns. The Organization is responsible for assigning roles.

5. AI processing, human review, and responsibility

5.1 Every agent output is a Draft. Operon does not send, publish, or act on a Draft until a named User accepts it. Operon does not write directly to third-party platforms in this version.

5.2 AI output can be inaccurate, incomplete, outdated, or biased, and may resemble output given to others. The User who accepts a Draft is responsible for checking it and for what is done with it. Acceptance is recorded in the audit log together with the Draft's inputs.

5.3 Operon must not be used for fully automated decisions about people's legal rights, employment, credit, housing, health, or safety, and must not be used to hide that content was produced with AI.

5.4 Operon does not provide legal, financial, medical, tax, or other professional advice.

5.5 Your Content and Drafts are not used to train any AI model by the Sponsor or the student team. We will not permit a Model Provider to do so where the provider's terms allow us to prevent it, and we will list in Section 6 any case where we cannot.

6. Model Providers, subprocessors, and data location

6.1 Operon can send prompts and documents to Model Providers and other services in order to work. The current list is: [list each, e.g. hosted LLM provider, embeddings provider, cloud host, database host, email service], with the purpose, data location, and retention period for each. This list will be kept up to date in the project wiki.

6.2 Some Model Providers keep inputs and outputs for a limited time for safety review. Where known, the retention period is stated next to the provider in 6.1. You agree to follow each provider's acceptable use policy as it applies to you.

6.3 To reduce exposure, Operon redacts personal information at ingestion where feasible, sends only the data a task needs, and supports Local Models for privacy-sensitive work. Redaction is automated and imperfect, so do not rely on it as your only safeguard.

6.4 Your Content may be processed outside Quebec and outside Canada, depending on the provider. If you need data to stay in a specific region, use a Local Model or a self-hosted deployment.

7. Privacy

7.1 We handle personal information in line with applicable Quebec and Canadian privacy law, including Quebec's Act respecting the protection of personal information in the private sector (Law 25) and PIPEDA where it applies. A separate privacy notice and a documented privacy assessment are maintained in the project wiki [link].

7.2 The Organization is the party that decides what personal information goes into Operon and is responsible for notifying and getting consent from the individuals concerned. The student team and the Sponsor act as service providers for that purpose.

7.3 Development and testing use anonymized or synthetic data only, unless an Organization gives written permission for redacted real data.

7.4 Contact for privacy requests (access, correction, deletion): [name and email of designated person].

8. Security and incidents

8.1 Operon uses role-based access, an audit log of generated artifacts and decisions, and read-only integrations in this version. No system is perfectly secure and we cannot guarantee that unauthorized access will never occur.

8.2 If we become aware of a security incident affecting Your Content that presents a risk of serious harm, we will notify the Organization's designated contact within [72 hours] and share what we know, as required by law.

8.3 You are responsible for keeping credentials secure and for activity under your accounts. Tell us promptly if you suspect misuse.

9. Acceptable use

You agree not to:

• use Operon to break the law or the rights of others, including privacy, intellectual property, and anti-discrimination rights;

• send unsolicited, deceptive, abusive, or misleading messages, or accept a Draft you know to be false;

• use Operon to profile, rank, or exclude people on the basis of protected characteristics or close proxies for them;

• upload health records, payment-card data, government identifiers, biometric data, or the personal information of children, unless the Sponsor has approved a specific safeguard in writing;

• attempt to bypass access controls, probe for vulnerabilities outside an agreed test, interfere with the service, or use another person's credentials;

• use Operon to build malware, run attacks, or develop weapons;

• use Operon in systems where a failure could cause injury, death, or serious property damage;

• reverse engineer or redistribute the Software except as the repository license allows.

We may suspend access to a User or Organization that breaks this section. We will explain why where we can and will give a chance to fix the problem unless there is an urgent risk. We will not delete Your Content as a penalty.

10. Warranty disclaimer

10.1 Because Operon is a student project, it is provided "as is" and "as available", without warranties of any kind, to the extent the law allows. This includes any warranty that it is accurate, secure, uninterrupted, or fit for a particular purpose, and any warranty that Drafts are correct.

10.2 Nothing in these terms removes rights you have under law that cannot be waived.

11. Indemnity

11.1 You are responsible for claims by third parties that arise because Your Content was uploaded without the right to do so, or because you used Operon in a way that breaks Section 9. You will cover reasonable costs of those claims to the extent you caused them.

11.2 This section does not apply to claims caused by the intentional or grossly negligent acts of the Sponsor or the student team.

12. Limitation of liability

12.1 To the extent the law allows, the Sponsor, Concordia University, and the student contributors are not liable for indirect, incidental, special, or consequential losses, including lost profits, lost data, or lost business, arising from use of Operon.

12.2 Because Operon is provided free of charge, total liability for any claim is limited to [CAD $0 / a nominal amount, to be confirmed with the instructor].

12.3 These limits do not apply to liability that cannot be limited under Quebec law, including for intentional or gross fault, or for bodily injury.

13. Term, suspension, and changes

13.1 You may stop using Operon at any time. On request we will help you export Your Content in a standard format (for example JSON or CSV) before deletion.

13.2 The project may end, change, or be handed over at the close of the course. We will give [30] days' notice where practical so that you can export Your Content. If ownership or hosting moves to the Sponsor, the Sponsor takes on these terms.

13.3 We may update these terms. Material changes will be announced in the Software and by email to the Organization's contact at least [30] days before they take effect, and continued use after that date means acceptance. A change that reduces your data protections will not apply to Your Content already stored unless you agree.

14. Governing law, disputes, and language

14.1 These terms are governed by the laws of Quebec and the federal laws of Canada that apply there. Disputes will be brought in the courts of the judicial district of Montreal, unless the law requires otherwise.

14.2 Before starting formal proceedings, the parties will try in good faith to resolve a dispute informally for at least [30] days.

14.3 The Sponsor's founder is also a student contributor. For any dispute or approval where that dual role creates a conflict, the matter will be raised with the course instructor, and the founder will not act as the sole decision-maker for the project side.

14.4 A French version of these terms will be provided [before acceptance / on request], in line with Quebec language requirements. Where required by law, the French version prevails.

14.5 If any part of these terms is found unenforceable, the rest remains in effect.

15. Contact

Project contact: [name, email]. Sponsor: FA Systems Technologies Inc., Montreal, Quebec. Privacy contact: [name, email].

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Basis and limits of this draft

This draft was adapted in structure from the public Terms of Service of Hyperagent, Inc. (last updated August 31, 2026), reworked in original wording for a student-built, self-hostable, human-supervised platform under Quebec law. It was prepared by an AI assistant for review by the project team, and has not been reviewed by a lawyer.