Terms of Service

Acceptance of these terms

These Terms of Service ("Terms") are a binding agreement between you and OPSoft Inc, a Wyoming corporation ("OPSoft", "we", "us"). By accessing opsoftinc.com (the "Site"), contacting us, or engaging us for services, you agree to these Terms. If you do not agree, please do not use the Site or our services.

Description of services

OPSoft provides software engineering, cloud architecture, DevOps, data engineering, integration, and product-development services to businesses ("Services"). The Site itself is an informational marketing presence; it does not provide accounts, transactions, or downloadable products.

Specific Services are delivered under a separately signed Master Service Agreement, Statement of Work, or comparable written engagement document ("Engagement Documents"). Where these Terms conflict with an executed Engagement Document, the Engagement Document controls for that engagement.

Eligibility

You must be at least 18 years old and legally able to enter into a binding contract to use the Site or engage our Services. If you act on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Engagement structure

Service engagements typically follow this structure:

• Discovery. A paid scoping exercise that produces a written plan: scope, assumptions, milestones, team, timeline, and budget.
• Engagement Document. A Master Service Agreement and one or more Statements of Work signed by both parties.
• Execution. Weekly updates, demonstrable progress, change management against the agreed scope.
• Delivery and hand-off. Code, infrastructure, documentation, and operational artefacts transferred to you.

No commitment to perform paid work exists until an Engagement Document is signed.

Intellectual property

Our intellectual property

The Site, our trademarks, service marks, logos, trade names, and the content we author and publish (including the look, feel, layout, and source code of the Site) are owned by OPSoft and protected by intellectual-property laws. Except for the limited license to browse and use the Site for its intended purpose, no rights are granted to you.

Your intellectual property

Information and materials you provide to us remain your property. Unless an Engagement Document says otherwise, we assign to you, on full payment, the intellectual-property rights in the deliverables we create specifically for you under that engagement.

Pre-existing and third-party materials

We retain ownership of our pre-existing know-how, tools, frameworks, libraries, and methodologies, and grant you a perpetual, non-exclusive license to use them as part of the deliverables. Third-party and open-source components remain subject to their respective licenses, which we will identify on request.

Feedback

If you give us feedback or suggestions, we may use them without restriction. You retain whatever rights you had in the feedback.

Acceptable use of the Site

You agree not to:

• Use the Site in any unlawful manner or for any unlawful purpose.
• Probe, scan, or test the vulnerability of the Site or any related infrastructure except under a written engagement.
• Send unsolicited communications, malware, or abusive traffic through any contact channel.
• Reverse-engineer, scrape, frame, or mirror the Site beyond what is allowed by applicable law.
• Misrepresent your affiliation with any person or entity in communications with us.

Confidentiality

During discussions and engagements, each party may receive non-public information about the other ("Confidential Information"). Each party will:

• Use the other's Confidential Information only to perform under, or evaluate, the engagement.
• Protect it with at least the same care it uses for its own confidential information, and never less than reasonable care.
• Disclose it only to personnel and advisers who need to know it and who are bound by confidentiality obligations no less protective than these Terms.

Confidentiality obligations survive for five (5) years after termination, except trade secrets, which are protected for as long as they remain trade secrets under applicable law.

Fees and payment

Fees, billing model (fixed bid, time-and-materials, or retainer), invoicing cadence, payment terms, expenses, and currency are set out in the applicable Engagement Document. Default payment terms — when not otherwise specified — are net thirty (30) days from invoice date, in USD, by wire transfer.

Undisputed invoices not paid within the agreed term may be subject to a service charge of 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend Services for material non-payment after written notice and a reasonable cure period.

Warranties and disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. The specific deliverable warranty period and remedies are set out in each Engagement Document.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ENGAGEMENT DOCUMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not warrant that the Site will be uninterrupted or error-free, or that defects will be corrected.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH AN ENGAGEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO OPSOFT UNDER THAT ENGAGEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limits do not apply to: (a) a party's indemnification obligations, (b) breach of confidentiality, (c) infringement of intellectual-property rights, (d) fraud or willful misconduct, or (e) liabilities that cannot be limited under applicable law.

Indemnification

Each party will defend, indemnify, and hold harmless the other party (and its officers, directors, employees, and agents) from third-party claims to the extent arising from: (a) its breach of these Terms, (b) its gross negligence or willful misconduct, or (c) materials it provides that infringe a third party's intellectual-property rights. The indemnified party will give prompt notice, control of the defense, and reasonable cooperation.

Term and termination

These Terms apply for as long as you use the Site or engage our Services. Either party may terminate an engagement for material breach that remains uncured for thirty (30) days after written notice. On termination, you will pay for Services performed up to the effective date of termination, and the parties will reasonably cooperate to transfer work product. The provisions that by their nature should survive termination — including IP, confidentiality, liability limits, indemnification, and governing law — will do so.

Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute by escalation to senior management for at least thirty (30) days.

Changes to these terms

We may update these Terms from time to time. Material changes will be announced on the Site and (for active engagements) communicated to the client point-of-contact at least thirty (30) days before they take effect. Continued use of the Site or Services after the effective date constitutes acceptance.

Miscellaneous

• Entire agreement. These Terms and any signed Engagement Document constitute the entire agreement between the parties on this subject and supersede prior agreements.
• Severability. If a provision is unenforceable, the remainder remains in effect, and the unenforceable provision will be reformed to the minimum extent necessary.
• No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in interest by merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. Legal notices to OPSoft should be sent to the address below and to support@opsoftinc.com.
• Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Contact

Questions about these Terms? Reach us at the contact details below.