Terms of Service

Subject to Customer's strict compliance with these Terms and timely payment of applicable fees, OpsCil grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Service during the applicable subscription term solely for Customer's internal business operations.

Customer is solely responsible for all activities occurring under its account logins. Customer agrees to:

Subscriptions are purchased based on designated active user seat limits or tiers. Customer agrees not to exceed its purchased active seat count. Inactive or deactivated user accounts do not currently count toward Customer's purchased seat limit; provided, however, that OpsCil expressly reserves the right to modify this policy, alter seat calculation methodologies, or include inactive user accounts within billable seat limits at any time upon notice or by updating these Terms. OpsCil reserves the right to monitor user rosters, account registrations, active and inactive account statuses, usage telemetry, and login timestamps at any time to verify Customer's compliance with its subscription tier. If OpsCil determines that Customer's active user count exceeds its purchased seat limit, OpsCil may require Customer to upgrade its subscription tier or bill Customer for additional seats at OpsCil's then-current rates.

As between OpsCil and Customer, Customer retains ownership of data, team metrics, organizational reporting hierarchies, workload inputs, and operational information submitted into the Service by Customer ("Customer Data"). Customer represents and warrants that it possesses all necessary rights, permissions, and consents to upload Customer Data to the Service. Customer grants OpsCil a worldwide, royalty-free, non-exclusive license to host, process, store, copy, transmit, and display Customer Data as necessary to provide, maintain, secure, and troubleshoot the Service.

Customer acknowledges and agrees that the Service is designed to display operational performance and capacity metrics according to Customer's internal reporting hierarchy and access control configurations:

OpsCil exclusively owns and retains all rights, title, and interest (including all patents, trademarks, copyrights, trade secrets, and other intellectual property rights) in and to the Service, software code, dashboard interfaces, capacity planning algorithms, methodologies, branding, and documentation. No rights are granted to Customer except as expressly set forth herein.

Notwithstanding anything to the contrary, OpsCil shall have the right to collect, extract, generate, compile, and analyze de-identified, anonymized, or aggregated operational metrics and usage data derived from Customer's use of the Service. OpsCil may freely use such non-personally identifiable data for benchmarking, machine learning, platform feature development, product enhancement, and general business analytics without obligation or compensation to Customer.

The Service is made available on a recurring subscription basis (e.g., monthly or annual terms). Subscriptions automatically renew for successive terms equal to the initial subscription period unless cancelled in accordance with Section 3.4.

Payment processing for the Service is managed through our PCI-compliant payment processor, Stripe, Inc. ("Stripe"). By providing payment information, Customer:

All subscription fees are exclusive of applicable taxes, levies, or duties imposed by governing authorities. Customer is responsible for paying all such taxes. All payment obligations are non-cancelable, and all fees paid are strictly non-refundable.

Customer may cancel its subscription through the platform account settings or by emailing info@opscil.com. To avoid being billed for the next subscription cycle, cancellation requests must be received prior to the renewal date. Cancellation will take effect at the end of the current paid billing period; no partial refunds or pro-rated credits will be provided for unused time.

If a payment is declined or fails, OpsCil will notify Customer. If any invoice or recurring payment remains unpaid seven (7) calendar days after the due date:

Customer represents, warrants, and covenants that neither Customer (as an individual or business entity) nor any of its Authorized Users:

Customer affirms and warrants that neither Customer nor any principal, officer, director, beneficial owner, affiliate, or Authorized User of Customer is listed on any U.S. government list of prohibited or restricted parties, including OFAC's Specially Designated Nationals and Blocked Persons (SDN) List, the U.S. Department of Commerce's Entity List or Denied Persons List, or any equivalent restricted party list maintained by applicable foreign governmental authorities.

By registering for, accessing, or using OpsCil, Customer expressly affirms that it meets all eligibility requirements set forth in this Section 5. If OpsCil determines or reasonably suspects that Customer or any of its users are operating from a sanctioned jurisdiction or are otherwise in violation of applicable U.S. export control or sanctions laws, OpsCil reserves the right to immediately suspend or terminate Customer's access, disable the account, and cancel any active services without prior notice or refund liability.

"Confidential Information" means non-public business, technical, or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), including Customer Data, software design, platform metrics, and pricing.

The Receiving Party agrees to protect Confidential Information using at least a reasonable degree of care and not disclose it to third parties, except to employees, contractors, and legal/financial advisors who need to know and are bound by confidentiality obligations. Confidential Information does not include information that becomes public through no breach, was independently developed, or is required by court order/law to be disclosed.

These Terms remain effective for as long as Customer maintains an active subscription or account. OpsCil reserves the right to suspend, terminate, or discontinue Customer's access or subscription for convenience at any time, immediately upon written notice to Customer.

OpsCil reserves the right to immediately suspend workspace access or terminate this Agreement immediately upon notice, without a cure period, if Customer:

Upon termination, all rights and licenses granted to Customer immediately cease. OpsCil shall have no obligation to maintain or provide Customer Data following termination and may delete workspace data in accordance with Section 6 of OpsCil's Privacy Policy.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. OPSCIL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. OPSCIL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE.

OPSCIL PROVIDES CAPACITY PLANNING SOFTWARE AS AN INFORMATIONAL DECISION-SUPPORT TOOL. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING INPUTS, INTERPRETING ANALYTICS, AND MAKING ITS OWN INDEPENDENT BUSINESS, HIRING, WORKLOAD, AND PERSONNEL DECISIONS. OPSCIL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY BUSINESS LOSSES, PROJECT DELAYS, STAFFING DEFICITS, OR DECISIONS MADE BY CUSTOMER BASED ON SOFTWARE OUTPUTS.

IN NO EVENT WILL OPSCIL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER, AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REPUTATION, GOODWILL, BUSINESS OPPORTUNITIES, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OPSCIL'S MAXIMUM TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL BE STRICTLY LIMITED TO THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO OPSCIL IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (This liability limitation applies strictly to OpsCil and does not limit Customer's payment obligations, indemnification obligations, or breaches of OpsCil's intellectual property rights).

If any dispute arises out of or relates to this Agreement, or the breach thereof, and if such dispute cannot be settled by the parties through informal negotiation, the parties agree to try in good faith to settle the dispute by non-binding mediation strictly located in Harris County, Texas (or conducted virtually at OpsCil's sole discretion) promptly, with a deadline of thirty (30) calendar days from delivery of a written, specific request by either party.

The provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to its conflict of law principles. The parties agree that in the event that a legal dispute results following mediation, jurisdiction and venue shall lie solely in the courts of Harris County, Texas (Federal or State).

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Customer shall not assign or transfer this Agreement or any rights/obligations hereunder, by operation of law or otherwise, without OpsCil's prior written consent. OpsCil may freely assign or transfer this Agreement without restriction or customer consent in connection with a merger, acquisition, corporate reorganization, or sale of assets.

This Agreement, together with the Privacy Policy, constitutes the entire understanding between Customer and OpsCil regarding the Service. In the event Customer executes a separate, written Master Services Agreement, Enterprise Agreement, or Statement of Work directly with OpsCil signed by a corporate officer of OpsCil, the terms of that signed document shall control over any conflicting provisions in these online Terms. No purchase order, pre-printed vendor form, or unilateral communication from Customer shall modify or amend these Terms.

OpsCil reserves the right to modify or update these Terms, platform features, or operational rules at any time, with or without prior notice, by posting the updated version on its website or within the Service. Continued use of the Service after any modification constitutes Customer's binding acceptance of the updated Terms.

In the event of any action, litigation, or proceeding brought by OpsCil to enforce these Terms, protect its intellectual property rights, or collect overdue subscription amounts or fees, OpsCil shall be entitled to recover from Customer all related reasonable attorneys' fees, court costs, and collection expenses incurred.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction in Harris County, Texas, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to achieve its intent.