Terms of Service
Last updated September 1, 2026
OpslyIQ Provider: itecbrains llc, a Georgia limited liability company, d/b/a OpslyIQ
These Terms of Service and Subscription Agreement (the "Agreement") govern your access to and use of the OpslyIQ platform. By clicking to accept, by signing an order referencing this Agreement, or by accessing the Service, you agree to be bound by it. If you are accepting on behalf of a company or other entity, you represent that you have authority to bind it, and "you" and "Customer" mean that entity.
Please read Part I § 3 (Payroll, Tax and Compliance), Part II § 12 (Automatic Renewal), Part III § 17 (Disclaimer of Warranties), Part III § 18 (Limitation of Liability) and Part III § 21 (Dispute Resolution; Arbitration and Class Action Waiver). They limit our obligations to you and affect your legal rights.
1. The Service
1.1 What OpslyIQ is
OpslyIQ is a restaurant operations platform providing time and attendance, scheduling, task management, expense and inventory tracking, point-of-sale sales reporting, labor analytics, and payroll estimation, together with such other features as we make available (the "Service").
1.2 What OpslyIQ is not
OpslyIQ is not a payroll processor, professional employer organization, employer of record, tax preparer, accountant, benefits administrator, or law firm. We do not move money on your behalf other than collecting our own subscription fees, do not remit taxes, do not file returns, and do not provide legal, tax, accounting or human-resources advice. See § 3.
1.3 Provision
Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes at the Locations for which you have paid.
2. Accounts, users, and your workforce
2.1 Account security
You are responsible for your account credentials, for all activity under your account, and for configuring roles and permissions appropriately. Notify us promptly of any suspected unauthorized access.
2.2 Your users
You may permit your employees, contractors and agents ("Authorized Users") to use the Service. You are responsible for their compliance with this Agreement, and their acts and omissions in connection with the Service are your acts and omissions.
2.3 Age of Authorized Users
You must be at least eighteen (18) years of age to enter into this Agreement. Authorized Users enrolled by you must be at least fourteen (14) years of age. You must not enroll, or permit the enrollment of, any individual under fourteen. We do not knowingly collect personal information from any individual under thirteen (13); if we learn that we have, we will delete it and notify you.
2.4 Minor employees
The Service includes features that derive minor status from date of birth and apply hours and scheduling restrictions. These features are decision support and are not a compliance guarantee. Federal and state child-labor law, including the hours, time-of-day and hazardous-occupation restrictions applicable to your jurisdiction and to each minor, remains your responsibility. State law is frequently stricter than federal law and controls where it is.
3. Payroll, tax and compliance — estimates only
3.1 Estimates
All payroll, tax, wage, tip, overtime, labor-cost and compliance figures produced by the Service are estimates generated for your preparation and review. They are not filings, not determinations, and not advice.
3.2 Your responsibility
You are solely responsible for verifying every figure with your payroll provider, certified public accountant, tax adviser or counsel before you pay any person, remit any amount, or file any return. Calculation, withholding, deposit, remittance, reporting and filing of all wages and taxes remain your responsibility and that of your chosen providers.
3.3 Compliance features
Scheduling, break, overtime, minor-hours, tip-allocation and similar compliance features reflect our reading of the rules we have implemented as of the effective dates recorded in the Service. They are not legal advice, not a legal opinion, and not a determination by any governmental authority. Wage-and-hour, scheduling, tip, child-labor, leave and all other employment-law compliance remains your responsibility as the employer.
3.4 Tip allocations
Any tip pool or tip allocation produced by the Service is an operator estimate based on the inputs and rules you configure. It is not a legal wage determination, and it does not establish that any allocation complies with the Fair Labor Standards Act, any state tip statute, or any applicable ordinance.
3.5 No reliance
You agree that you will not rely on the Service as your sole basis for any payment to any person, any filing with any authority, or any employment decision. We disclaim all liability arising from your failure to verify as required by this § 3.
4. Your data
4.1 Ownership
As between the parties, you own all data, content and records you or your Authorized Users submit to, or that the Service collects on your instruction through, the Service ("Customer Data"), including all personal information of your workforce.
4.2 Our licence — limited
You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely as necessary to provide, secure, maintain, support and improve the Service for you, to comply with law, and as you otherwise instruct. This licence terminates when the Customer Data is deleted in accordance with § 4.5, except for backups pending expiry in the ordinary course.
4.3 Aggregated data
We may create and use data that has been de-identified and aggregated such that it does not identify you, any Location, or any individual, for benchmarking, analytics, research and improving the Service. We will not attempt to re-identify it and will not disclose it in a form that identifies you.
4.4 Export
During the Subscription Term and for thirty (30) days after it ends, you may export Customer Data through the Service in a structured, machine-readable format. On written request within that window we will provide a complete export. We will not withhold Customer Data for non-payment of disputed amounts. We recognise that you may be required by law to retain payroll and employment records for several years and the export right exists so that termination of this Agreement does not impair that obligation.
4.5 Deletion
After the export window we will delete Customer Data in accordance with our Privacy Policy and our published retention schedule, except where retention is required by law or is necessary to resolve a dispute or enforce this Agreement.
5. Acceptable use
5.1 You will not: (a) access the Service to build a competing product; (b) reverse engineer, decompile or disassemble it except to the extent that restriction is unenforceable; (c) resell, rent or timeshare it except as expressly permitted; (d) circumvent or test its security or access data belonging to another organization; (e) use it to transmit malware; (f) use it in violation of law; or (g) submit data you lack the right to submit.
5.2 Prohibited content
You will not submit content that is unlawful, defamatory, harassing, or infringing.
5.3 Express carve-out for the Service's own functions
Nothing in § 5 restricts the submission of government identification documents, work-authorization documents, tax withholding forms, bank account and routing information, or other financial or identifying information where the Service provides a feature for that purpose. Capture of Form I-9 and supporting documents, Form W-4, direct-deposit details, and government identifiers is an intended function of the Service. This § 5.3 controls over any contrary reading of § 5.
6. Your obligations as employer and data controller
6.1 Controller
With respect to personal information concerning your workforce, you are the controller (or, under the California Consumer Privacy Act, the business) and we are the processor (or service provider). We process such information only on your documented instructions. The Data Processing Addendum at Annex 1 to the Privacy Policy forms part of this Agreement.
6.2 Notice and consent to your workforce
You are responsible for providing all notices to, and obtaining all consents from, your Authorized Users that applicable law requires, including any notice or consent required in connection with time-clock photograph capture, precise geolocation capture, geofence enforcement, and workplace monitoring. We provide in-product notice text as an accommodation; its use does not transfer your obligation and does not constitute advice that it is sufficient in your jurisdiction.
6.3 Feature configuration
You control whether each Location uses geofencing, photograph capture at clock-in, and any comparable feature. If you enable a feature, you represent that you have satisfied § 6.2 as to it.
6.4 Electronic monitoring notice
Several jurisdictions require an employer to notify employees before electronic monitoring, including New York Civil Rights Law § 52-c and Conn. Gen. Stat. § 31-48d. You are responsible for giving any such notice. You will not enable geolocation or photograph capture for an Authorized User in a jurisdiction requiring such notice without having given it.
6.5 Biometric processing
The Service does not perform facial recognition, does not extract face geometry, and does not generate or store any biometric template. Should we make such a feature available, it will be disabled by default and will remain disabled for any Authorized User for whom you have not first recorded a written release complying with applicable biometric privacy law. You will not attempt to circumvent that gate. You will not use any photograph captured through the Service to perform identification or matching by any other means.
6.6 Employment decisions
Analytics, rankings, scores, flags and findings produced by the Service are decision support for a human reviewer. They do not determine any employment outcome. You will not take any adverse employment action — including discipline, termination, demotion, reduction of hours or change in compensation — on the basis of any output of the Service without independent human review of the underlying evidence and an opportunity for the affected individual to respond. Where applicable law requires notice of the use of an automated system in employment decisions, a bias or impact assessment, or the retention of related records, that obligation is yours as employer.
7. Third-party services
7.1 The Service integrates with third-party services you choose to connect, including point-of-sale, banking and payments providers. Those services are governed by their own terms and are not our responsibility. You authorize us to access and exchange data with them on your instruction, and you are responsible for having the right to grant that authorization.
7.2 We are not liable for a third-party service's unavailability, discontinuation, change, or handling of data once transmitted at your instruction.
8. Confidentiality
Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisers with a need to know who are bound by comparable obligations. Confidential Information excludes information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful.
9. Security
We maintain administrative, technical and physical safeguards designed to protect Customer Data, described in the Privacy Policy. We will notify you without undue delay after becoming aware of a breach of security affecting Customer Data, and will provide the information reasonably necessary for you to meet your own notification obligations.
10. Subscription
10.1 Unit
The Service is licensed per active Location at a flat rate, currently $199 per active Location per month (USD), irrespective of the number of Authorized Users at that Location.
10.2 Adding and removing Locations
You may add or remove Locations at any time. Additions are prorated for the balance of the then-current billing period. Removals take effect at the start of the next billing period; fees already incurred are not refunded.
10.3 Archived employees
Employees archived rather than deleted are excluded from the active count and carry no fee.
11. Trial
11.1 We may offer a fourteen (14) day trial of the Service. The trial requires no payment card and does not convert into a paid subscription.
11.2 What happens at expiry
At the end of the trial, access to the Service ends unless you have started a paid subscription. No charge of any kind results from the expiry of a trial. There is no obligation to subscribe and no action is required of you to avoid a charge.
11.3 Notice
We will notify you before the trial expires, stating the expiry date and confirming that no charge will follow.
12. Automatic renewal, billing and cancellation
12.1 Automatic renewal
Your subscription renews automatically each month and continues until you cancel. There is no end date. Each renewal is charged at the then-current price.
12.2 Consent
Before your first charge we will present the material terms — price, billing frequency, that the subscription renews automatically until cancelled, the renewal price, and how to cancel — adjacent to the control by which you consent, and we will obtain your separate affirmative consent to the automatic renewal, distinct from your acceptance of this Agreement. We record that consent, the version of the disclosure shown to you, and the date.
12.3 Acknowledgment
After you subscribe we will send you a confirmation in a form you can retain, restating the material terms in § 12.1 and § 12.2 and the cancellation method.
12.4 Charges
Fees are charged in advance at the start of each monthly billing period to the payment method you provide. You authorize us to charge that method for all fees, and you are responsible for keeping it current. Fees are exclusive of taxes, which you are responsible for other than taxes on our income.
12.5 Renewal reminders
We will send you a reminder before each annual anniversary of your subscription, and a receipt at or before each monthly charge, each stating the amount, the fact of automatic renewal, and how to cancel.
12.6 Price changes
We may change the price prospectively on not less than thirty (30) days' advance notice stating the new price, the date it takes effect, and how to cancel. A price change never applies retroactively. If you cancel before the effective date you are not charged the new price.
12.7 Cancellation
You may cancel at any time, online and self-serve, through the same medium in which you subscribed — Your Plan → Manage billing. Cancellation is at least as easy as signing up. No telephone call, email, retention interview or explanation is required. Cancellation stops all future recurring charges immediately; you retain access for the balance of the period you have paid for. If you are unable to cancel online, write to the address in § 24 and we will process it.
12.8 Failed payment
If a charge fails, we may retry and may maintain access during a grace period. We may suspend the Service for non-payment after notice and a reasonable opportunity to cure.
12.9 Refunds
Except as § 12.6 provides, as any applicable Savings Guarantee Terms provide, or as required by law, fees already incurred are not refundable.
13. Term and termination
13.1 Term
This Agreement begins when you first accept it and continues until all subscriptions have expired or been terminated.
13.2 Termination for convenience
You may cancel under § 12.7 at any time. We may terminate a subscription on thirty (30) days' notice, refunding any prepaid fees for the unused balance.
13.3 Termination for cause
Either party may terminate on material breach not cured within thirty (30) days of notice. We may suspend immediately where continued access presents a security risk or where required by law, with notice as soon as practicable.
13.4 Effect
On termination your right to access the Service ends, § 4.4 governs export, and the provisions that by their nature should survive do so, including §§ 3, 4.1, 4.5, 8, 17, 18, 19, 21 and 24.
14. Changes to this Agreement
We may modify this Agreement prospectively on not less than thirty (30) days' notice to the email on your account, with the changed version identified. Changes do not apply retroactively. Continued use after the effective date constitutes acceptance; if you do not accept, you may cancel under § 12.7 before the effective date without penalty and receive a refund of any prepaid unused fees.
15. Intellectual property
We and our licensors retain all right, title and interest in the Service, including all software, documentation and improvements. No rights are granted except as expressly stated. Feedback you provide may be used without restriction or obligation.
16. Publicity
We will not use your name, marks or likeness in marketing without your prior written consent.
17. Disclaimer of warranties
Some jurisdictions do not allow the exclusion of certain warranties; to that extent the above may not apply to you.
18. Limitation of liability
18.1 Exclusion of indirect damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
18.2 Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18.3 Exclusions from the cap
§§ 18.1 and 18.2 do not limit: (a) your obligation to pay fees; (b) either party's indemnification obligations under § 19; (c) a party's breach of § 8; (d) our liability for a breach of our security obligations caused by our gross negligence or wilful misconduct; or (e) any liability that cannot be limited by law.
18.4 Basis of the bargain
The parties agree that the allocation of risk in §§ 17 and 18 is an essential basis of the bargain and that the fees reflect it.
19. Indemnification
19.1 By us
We will defend you against a third-party claim that the Service as provided infringes a United States patent, copyright or trade secret, and pay damages finally awarded or amounts we agree in settlement. We may procure a right to continue, modify the Service, or terminate and refund prepaid unused fees. We have no obligation for claims arising from Customer Data, combination with items not supplied by us, or use in breach of this Agreement.
19.2 By you
You will defend us against a third-party claim arising from: (a) Customer Data, including any claim that its collection, use or disclosure violated law or a third party's rights; (b) your breach of § 6; (c) any employment decision you take; or (d) your breach of § 5. You will pay damages finally awarded or amounts you agree in settlement.
19.3 Procedure
The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement imposing a non-indemnified obligation may be made without consent.
20. Force majeure
Neither party is liable for a failure or delay caused by events beyond its reasonable control, excluding payment obligations.
21. Dispute resolution
21.1 Informal resolution
Before filing, the parties will attempt in good faith to resolve any dispute by discussion for thirty (30) days after written notice describing it.
21.2 Arbitration
Any dispute not resolved under § 21.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Fulton County, Georgia, in English. Judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect intellectual property or Confidential Information.
21.3 Class action waiver
DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. If this § 21.3 is unenforceable as to a claim, that claim is severed and proceeds in court.
21.4 Opt-out
You may reject § 21.2 and § 21.3 by written notice to the address in § 24 within thirty (30) days of first accepting this Agreement, stating your name, account and an unambiguous intent to opt out. Opting out does not affect any other provision.
21.5 Time limit
Any claim must be brought within one (1) year after it accrues, except where a longer period is required by law.
22. Governing law and venue
This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to § 21, the exclusive venue for any action is the state and federal courts located in Fulton County, Georgia, and each party consents to their personal jurisdiction. Nothing in this section waives any non-waivable right you have under the law of your own state.
23. General
23.1 Assignment
Neither party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets on notice.
23.2 Entire agreement
This Agreement, together with the Privacy Policy, the Data Processing Addendum, the subscription disclosure presented at checkout, and any applicable Savings Guarantee Terms, is the entire agreement and supersedes all prior understandings. In the event of conflict, the order of precedence is: the Data Processing Addendum, this Agreement, the Privacy Policy.
23.3 Severability
If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder continues.
23.4 No waiver
A failure to enforce is not a waiver.
23.5 Independent contractors
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or joint-employer relationship, and neither party is the employer, joint employer or co-employer of the other's personnel.
23.6 Notices
Notices to you may be given through the Service or to the email on your account. Notices to us must be given in writing to the address in § 24.
23.7 Federal customers
The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202.
24. Contact
itecbrains llc d/b/a OpslyIQ, 5354 McGinnis Ferry Rd, Suite 224, Johns Creek, Georgia 30005. legal@opslyiq.com
*End of Exhibit A.*