These Terms of Service ("Agreement") are a binding legal contract between Ogo Ops LLC ("Ogo Ops," "we," "us," or "our") and the entity or individual ("Customer," "you," or "your") that creates an account or uses the Ogo Ops platform and related services (collectively, the "Service"). By clicking "I Agree," creating an account, or otherwise accessing or using the Service, you agree to be bound by this Agreement. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
If you do not agree to this Agreement, do not use the Service.
1. Definitions
- "Customer Data"All data, including employee personally identifiable information (PII), payroll records, tax filings, and financial data, submitted to the Service by or on behalf of Customer.
- "Documentation"The user guides, help articles, and technical specifications made available by Ogo Ops at ogoops.com.
- "Order Form"A written or electronic order, subscription confirmation, or in-app checkout that references this Agreement and specifies the Subscription Plan, fees, and term.
- "Subscription Plan"The tier of Service (e.g., Essentials, Growth, Complete) selected by Customer.
- "Users"Customer's employees, contractors, and agents who are authorized to access the Service under Customer's account.
2. Access and Use Rights
2.1 License Grant
Subject to the terms of this Agreement and timely payment of all fees, Ogo Ops grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business operations.
2.2 User Accounts
Customer is responsible for all activity that occurs under its account. Customer must: (a) maintain the confidentiality of account credentials; (b) promptly notify Ogo Ops of any unauthorized access or suspected breach; and (c) ensure Users comply with this Agreement. Ogo Ops may suspend accounts that show signs of unauthorized access or abuse.
2.3 Restrictions
Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, or otherwise make the Service available to third parties except as expressly permitted; (b) reverse engineer, decompile, or disassemble the Service; (c) modify or create derivative works; (d) use the Service to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Service; or (f) access the Service for competitive benchmarking or to build a competing product.
3. Subscription Plans, Fees, and Payment
3.1 Subscription Plans
The Service is offered on a subscription basis. The features, employee seat limits, and pricing applicable to each Subscription Plan are described on the Ogo Ops pricing page and in any applicable Order Form. Ogo Ops reserves the right to modify plan features and pricing with 30 days' advance notice.
3.2 Fees and Payment
All fees are due in advance on the billing cycle specified in the Order Form (monthly or annual). Fees are non-refundable except as expressly stated in Section 3.5 or required by applicable law. Ogo Ops uses Stripe, Inc. as its payment processor; by providing payment information, you authorize Ogo Ops (through Stripe) to charge the applicable fees on a recurring basis.
3.3 Taxes
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all such taxes, excluding taxes based on Ogo Ops's net income. If Ogo Ops is required to collect or remit taxes, those amounts will be invoiced to and paid by Customer.
3.4 Late Payments
Unpaid amounts are subject to a finance charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection. Ogo Ops may suspend access to the Service if any payment is more than 10 days past due, after providing written notice.
3.5 Refunds
Annual subscriptions cancelled within 14 days of initial purchase are eligible for a pro-rated refund of the unused portion. Monthly subscriptions are not eligible for refunds. Ogo Ops may, in its sole discretion, issue credits or refunds in other circumstances.
3.6 Fee Changes
Ogo Ops may change fees for any Subscription Plan upon 30 days' written notice. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees.
4. Payroll Services and Limitations
4.1 Payroll Processing
Ogo Ops provides tools to assist Customer in calculating, reviewing, and initiating payroll. Customer remains solely responsible for the accuracy of all payroll inputs, including employee classifications, hours worked, salary amounts, tax withholding elections, and benefit deductions. Ogo Ops processes payroll based on the data Customer provides.
4.2 Tax Filing Assistance
Where included in Customer's Subscription Plan, Ogo Ops may assist with the preparation and submission of federal and state payroll tax filings. Customer acknowledges that: (a) Ogo Ops is not a licensed tax advisor or CPA; (b) Customer is the taxpayer of record and bears ultimate responsibility for the accuracy and timeliness of all tax filings and payments; and (c) Customer must review all filings before submission.
4.3 Payroll Errors
If Customer believes a payroll calculation or tax filing contains an error attributable to the Service (and not to incorrect Customer-provided data), Customer must notify Ogo Ops in writing within 30 days of the affected payroll run or filing date. Ogo Ops will investigate and, if an error caused by the Service is confirmed, will use commercially reasonable efforts to assist in correcting the error. Ogo Ops's liability for any payroll error is limited as set forth in Section 9.
4.4 Direct Deposit and ACH
ACH and direct deposit services are subject to the rules of the National Automated Clearing House Association (NACHA) and applicable banking regulations. Ogo Ops is not a bank or money transmitter. Customer is responsible for ensuring sufficient funds are available in its designated funding account prior to each payroll run. Ogo Ops is not liable for failed or delayed ACH transfers resulting from insufficient funds, incorrect banking information provided by Customer, or actions of third-party financial institutions.
4.5 Compliance Responsibility
Customer is responsible for compliance with all applicable federal, state, and local employment laws, including but not limited to the Fair Labor Standards Act (FLSA), state wage and hour laws, the Employee Retirement Income Security Act (ERISA), and applicable tax codes. The Service is a tool to assist compliance; it does not constitute legal advice.
5. Data Processing and Privacy
5.1 Customer Data Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Ogo Ops acquires no ownership rights in Customer Data.
5.2 License to Process Customer Data
Customer grants Ogo Ops a limited, non-exclusive license to access, process, store, and use Customer Data solely as necessary to: (a) provide and improve the Service; (b) comply with applicable law; and (c) enforce this Agreement.
5.3 Data Processing Obligations
Ogo Ops will: (a) process Customer Data only in accordance with Customer's documented instructions and this Agreement; (b) implement and maintain appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction; (c) promptly notify Customer (and in any event within 72 hours of discovery) of any confirmed breach of security that affects Customer Data; and (d) not sell, rent, or share Customer Data with third parties for their own marketing purposes.
5.4 Subprocessors
Ogo Ops may engage subprocessors (e.g., cloud infrastructure providers, payment processors, benefits carriers) to assist in delivering the Service. Ogo Ops remains responsible for the acts and omissions of its subprocessors to the same extent as if Ogo Ops performed the services directly. A current list of subprocessors is available upon request.
5.5 Data Retention and Deletion
Upon termination of this Agreement, Ogo Ops will retain Customer Data for 90 days to allow Customer to export its data. After that period, Ogo Ops will delete or anonymize Customer Data, except as required by applicable law (e.g., IRS record-retention requirements). Customer may request earlier deletion subject to applicable legal obligations.
5.6 Privacy Notice
Ogo Ops's collection and use of personal data is further described in the Ogo Ops Privacy Policy, which is incorporated into this Agreement by reference.
5.7 CCPA / State Privacy Laws
To the extent applicable, Ogo Ops acts as a "service provider" (under the CCPA) or "processor" (under other applicable state privacy laws) with respect to Customer Data. Ogo Ops will not retain, use, or disclose Customer Data for any purpose other than performing the Service or as otherwise permitted by applicable law.
6. Confidentiality
6.1 Definition
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer's Confidential Information. Ogo Ops's pricing, product roadmap, and technical architecture are Ogo Ops's Confidential Information.
6.2 Obligations
The Receiving Party will: (a) use Confidential Information only to exercise its rights and fulfill its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
6.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperates with efforts to obtain a protective order.
7. Intellectual Property
7.1 Ogo Ops IP
Ogo Ops retains all right, title, and interest in and to the Service, Documentation, and all underlying software, algorithms, interfaces, and technology, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.
7.2 Feedback
If Customer provides Ogo Ops with suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer grants Ogo Ops a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Service without restriction or compensation to Customer.
7.3 Aggregated Data
Ogo Ops may collect and use aggregated, de-identified data derived from Customer's use of the Service for product improvement, benchmarking, and analytics purposes, provided such data does not identify Customer or any individual.
8. Term and Termination
8.1 Term
This Agreement commences on the date Customer first accepts it and continues for the Subscription Term specified in the Order Form. Unless otherwise specified, subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
8.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings.
8.3 Effect of Termination
Upon termination: (a) all licenses granted to Customer immediately terminate; (b) Customer must cease all use of the Service; (c) each party will return or destroy the other's Confidential Information upon request; and (d) Customer's obligation to pay any fees accrued prior to termination survives. Sections 3, 5, 6, 7, 8.3, 9, 10, and 11 survive termination.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
To the maximum extent permitted by applicable law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, arising out of or related to this Agreement, even if advised of the possibility of such damages.
9.2 Cap on Liability
Except for (a) Customer's payment obligations, (b) either party's indemnification obligations under Section 10, or (c) either party's gross negligence or willful misconduct, each party's total cumulative liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer to Ogo Ops in the 12 months immediately preceding the event giving rise to the claim.
9.3 Payroll-Specific Liability
Without limiting the foregoing, Ogo Ops's liability for any payroll calculation error, tax filing error, or failed ACH transfer is limited to: (a) the amount of the erroneous payment or underpayment directly caused by a confirmed defect in the Service (and not by incorrect Customer-provided data); and (b) reasonable, documented penalties and interest assessed by a taxing authority solely as a direct result of a confirmed Service defect, up to the cap in Section 9.2. Ogo Ops is not liable for penalties, interest, or back-pay obligations arising from Customer's failure to provide accurate data, timely approvals, or adequate funding.
9.4 Essential Basis
The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Ogo Ops would not provide the Service without these limitations.
10. Indemnification
10.1 By Ogo Ops
Ogo Ops will defend Customer against any third-party claim alleging that the Service, as provided by Ogo Ops and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages finally awarded or settlements approved by Ogo Ops. This obligation does not apply if the claim arises from: (a) Customer's modification of the Service; (b) use of the Service in combination with products not provided by Ogo Ops; or (c) Customer's continued use after Ogo Ops has provided a non-infringing alternative.
10.2 By Customer
Customer will defend and indemnify Ogo Ops against any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes a third party's rights or violates applicable law; (b) Customer's breach of this Agreement; (c) Customer's violation of applicable employment, tax, or benefits law; or (d) Customer's gross negligence or willful misconduct.
10.3 Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense.
11. Dispute Resolution
11.1 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by notifying the other party in writing and engaging in good-faith negotiations for at least 30 days.
11.2 Binding Arbitration
If the parties cannot resolve a dispute informally, all disputes, claims, or controversies arising out of or relating to this Agreement (including its formation, performance, or breach) will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as provided in Section 11.4. The arbitration will be conducted by a single arbitrator in the State of Delaware, or by video conference if both parties agree. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
11.3 Class Action Waiver
To the extent permitted by law, each party waives any right to participate in a class action, class arbitration, or representative proceeding. All disputes must be brought in the parties' individual capacities.
11.4 Exceptions
Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims for non-payment of fees under Section 3 may be brought in any court of competent jurisdiction.
11.5 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law provisions, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 11.2.
12. Warranties and Disclaimers
12.1 Ogo Ops Warranties
Ogo Ops warrants that: (a) the Service will perform materially in accordance with the Documentation under normal use; and (b) Ogo Ops will implement and maintain commercially reasonable security measures to protect Customer Data.
12.2 Disclaimer
Except as expressly set forth in Section 12.1, the Service is provided "as is" and "as available." Ogo Ops expressly disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Ogo Ops does not warrant that the Service will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected. Ogo Ops does not provide legal, tax, accounting, or financial advice; the Service is a technology tool only.
13. General Provisions
13.1 Entire Agreement
This Agreement, together with any Order Forms and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.
13.2 Order of Precedence
In the event of a conflict, the order of precedence is: (1) any signed Order Form; (2) this Agreement; (3) the Documentation.
13.3 Amendments
Ogo Ops may update this Agreement by posting a revised version at ogoops.com/terms-of-service and providing 30 days' advance notice by email. Continued use of the Service after the effective date constitutes acceptance. For material changes, Ogo Ops will seek affirmative consent where required by law.
13.4 Assignment
Neither party may assign this Agreement without the other's prior written consent, except that Ogo Ops may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
13.5 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
13.6 Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision.
13.7 Force Majeure
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.
13.8 Notices
Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses on file. Notices to Ogo Ops should be sent to [email protected].
13.9 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party.
13.10 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
Last updated: July 17, 2026. Questions about these Terms? Contact us at [email protected].