Terms of service.

Terms of Service for OpEx Consulting Group, LLC

Last Updated: May 16, 2025

1. Introduction

Welcome to OpEx Consulting Group, LLC ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, www.opexconsultinggroup.com, and the services we provide (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not access or use our Services.

2. Description of Services

OpEx Consulting Group, LLC specializes in transforming multi-state payroll operations through process optimization. Our Services may include, but are not limited to:

  • Payroll process optimization consulting

  • Multi-state tax compliance advisory

  • Financial operations analysis

  • Implementation of payroll solutions

  • Training and support services

The specific scope of Services provided to you will be outlined in a separate service agreement or statement of work, which will incorporate these Terms by reference.

3. User Representations and Warranties

By using our Services, you represent and warrant that:

  • You have the legal capacity and authority to enter into these Terms

  • You will use our Services only for lawful purposes and in accordance with these Terms

  • All information you provide to us is true, accurate, complete, and current

  • You will not use our Services in any way that could damage, disable, or impair the Services or interfere with any other party's use of the Services

4. User Accounts

Certain portions of our Services may require you to create an account. If you create an account, you are responsible for:

  • Maintaining the confidentiality of your account credentials

  • All activities that occur under your account

  • Notifying us immediately of any unauthorized use of your account or any other breach of security

We reserve the right to terminate or suspend your account at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to other users of our Services, us, or third parties, or for any other reason.

5. Intellectual Property Rights

Our Intellectual Property

The Services and all content, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel (collectively, "Content"), are owned by the Company, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Content for your personal, non-commercial purposes. You may not:

  • Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Content

  • Use any Content for commercial purposes

  • Use any data mining, robots, or similar data gathering or extraction methods

  • Decompile, disassemble, or reverse engineer any software that is part of the Services

Your Materials

By submitting any materials or information to us, including feedback, suggestions, or ideas ("User Materials"), you grant us a worldwide, perpetual, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, and perform the User Materials in connection with our business operations.

6. Confidentiality

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Protection of Confidential Information

The Receiving Party agrees to:

  • Use the Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms or any separate service agreement

  • Protect the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care

  • Limit access to Confidential Information to its employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those contained herein

Exclusions

The obligations with respect to Confidential Information do not apply to information that:

  • Was already known to the Receiving Party prior to disclosure by the Disclosing Party

  • Is or becomes publicly available through no fault of the Receiving Party

  • Is rightfully obtained by the Receiving Party from a third party without confidentiality obligations

  • Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information

  • Is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates with any efforts to contest or limit such disclosure

7. Fees and Payment

Service Fees

Fees for our Services will be outlined in a separate service agreement or statement of work. Unless otherwise specified, all fees are quoted in U.S. dollars and are non-refundable.

Payment Terms

Payment terms will be specified in your service agreement. Generally, we accept payment via check, wire transfer, and major credit cards. Late payments may incur interest charges at the maximum rate permitted by law.

Taxes

Fees do not include taxes. You are responsible for paying all applicable taxes, including sales, use, and value-added taxes, exclusive of taxes based on our income.

8. Term and Termination

Term

These Terms will remain in effect until terminated by either you or us as set forth below.

Termination by You

You may terminate your use of our Services at any time by ceasing all use of the Services. If you have a service agreement with us, termination will be governed by the terms of that agreement.

Termination by Us

We may terminate or suspend your access to the Services, without prior notice or liability, for any reason, including if you breach these Terms.

Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Disclaimers

As-Is Basis

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No Guarantees

We make no warranty that the Services will meet your requirements, be available on an uninterrupted, secure, or error-free basis, or that the results that may be obtained from the use of the Services will be accurate or reliable.

Professional Advice

Our Services provide general information and guidance related to payroll processes and operations. This information does not constitute legal, tax, accounting, or other professional advice. You should consult with qualified professionals for advice specific to your situation.

10. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES

  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES

  • ANY CONTENT OBTAINED FROM THE SERVICES

  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

  • Your use of and access to the Services

  • Your violation of any term of these Terms

  • Your violation of any third-party right, including without limitation any copyright, property, or privacy right

  • Any claim that your User Materials caused damage to a third party

This defense and indemnification obligation will survive these Terms and your use of the Services.

12. Dispute Resolution

Informal Resolution

In the event of any dispute arising out of or relating to these Terms, you and the Company agree to first attempt to resolve the dispute informally by contacting each other.

Arbitration

If a dispute cannot be resolved informally, you and the Company agree to resolve the dispute through binding arbitration in Houston, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

Exceptions

The foregoing arbitration agreement does not preclude either party from seeking injunctive relief or other provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Harris County, Texas.

14. Miscellaneous

Entire Agreement

These Terms, together with any service agreements or statements of work, constitute the entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law.

Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, labor disputes, or Internet service disruptions.

Notices

All notices to the Company must be in writing and sent to:

OpEx Consulting Group, LLC
Attention: Legal Department
PO Box 270128
Houston, TX 77277
Email: support@opexconsultinggroup.com

Headings

The section titles in these Terms are for convenience only and have no legal or contractual effect.

15. Contact Us

If you have any questions about these Terms, please contact us at:

OpEx Consulting Group, LLC
Email: info@opexconsultinggroup.com
Phone: (832) 609 - 4904
Address: PO Box 270128, Houston, TX 77277

By using our Services, you acknowledge that you have read and understand these Terms and agree to be bound by them.