Terms
OptimateAI.com is a website owned and operated by Optimate, LLC ("Optimate" "we," "us,", "our"). These Terms govern your access and use of our cloud-based SaaS platform and related products and services (“Services”) provided by us. By using our Services, you agree to be bound by these Terms. If you use our Services for an organization, you agree to these Terms on behalf of that organization and in these Terms, “you” or “your” refers to that organization.

We may modify these Terms from time to time by posting the most current version on our website. New features that we add to our Services are subject to these Terms. If a modification materially reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, or posting on our blog or on our website or as a notification inside our application). If you do not agree to a modification, you may terminate your use of our Services or request us to terminate the provision of our Services to you. By continuing to use our Services after the modification comes into effect, you agree to be bound by the modified Terms. You can view the most recent version of these Terms here: https://app.optimateai.com/legal?tab=terms

Privacy Policy
We are committed to protecting your privacy. Our Privacy Policy explains how we collect, use and handle your information when you use our Services. You understand that through your use of our Services you consent to the collection, use and handling of your information as set forth in our Privacy Policy. For more information, please see our Privacy Policy here: https://app.optimateai.com/legal?tab=privacy

Registration
You represent and warrant that you are at least 18 years of age, or the applicable age of majority in your geographic area, and that you have the legal ability, right and authority to be bound by, or bind your organization to, these Terms. You agree to provide us with current, complete and accurate registration information as prompted by our registration process (“Registration Data”). You agree not to omit or misrepresent any Registration Data, and you agree to update such data to ensure that such data is current, complete and accurate. You further authorize us to verify your Registration Data as required for your use of our Services.

License
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-assignable, worldwide, limited license to use our Services that you have ordered and paid for solely for your own internal business purposes only in accordance with these Terms and the applicable Services documentation for the Term (as defined below), unless earlier terminated. You may use our Services documentation solely in connection with your use of our Services. All rights not expressly granted to you in these Terms are reserved by us and our licensors. All right, title and interest in and to the intellectual property rights in our Services and related documentation and any corrections, derivatives, enhancements, modifications, updates and upgrades to our Services and related documentation, including all intellectual property and other proprietary rights therein, belong solely and exclusively to us and our licensors. Our Services may include certain third-party components and support services. For any components or services that you use, you agree to comply with the terms and conditions of such third-party providers.

Service Level Agreement
We will make commercially reasonable efforts to keep our Services operational 24 hours per day and seven days per week, except for planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least [48] hours prior notice, or (ii) for unplanned downtime caused by any circumstance beyond our control, including force majeure, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks. Despite our efforts, our Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any such problems, interruptions, any ongoing obligation to offer our Services or any functionality, or any damages resulting therefrom. We reserve the right to modify, suspend or discontinue all or any part of our Services at any time for any reason without liability to you.

Fees
We will charge you transaction fees based on your account plan by withholding from payments collected through our Services in addition to charging your payment method in advance for the subscription you have selected following your account’s activation. When you make changes to your plan, your payment method will be charged accordingly. At the time of an upgrade to your plan, your account will be charged a prorated amount based on the number of days in your current billing cycle. At the time of a downgrade to your plan, your subscription fee will be amended at the end of the billing cycle. Your payment method will then be charged at your new billing rate thereafter. All payment obligations are non-cancelable and all amounts paid are non-refundable. We do not provide refunds or credits for less than 30 days of Services, or for a period when your account is open but you do not use our Services. The fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which you are responsible except for taxes imposed on our income. You agree to pay or reimburse us for all such amounts upon demand or provide evidence of payment or exemption. We reserve the right to change our fees and billing methods upon 30-days notice. We will notify you of any fees changes by, for example, sending a message to the email address associated with your account, or posting on our Services or website. For existing contracts for which fees have been already received by us, we will implement the price changes during the next renewal period.

Customer Data
We do not own any of your data, information & materials or the data, information & materials of your authorized users and customers that you or your authorized users post or upload to our Services (“Customer Data”). As between us and you, you retain title to and ownership of all right, title and interest in your Customer Data. By using our Services, you grant us a limited license to access, disclose, process, transmit and use your Customer Data for performing our Services to you and for complying with these Terms. Following any expiration or termination of these Terms or your account, we will retain a copy of your Customer Data for 30 days and after such 30-day period, we will have no obligation to maintain or provide access to your Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our possession. You agree that you are solely responsible for exporting your Customer Data prior to any such expiration or termination, and if you require assistance for exporting your Customer Data following any such expiration or termination, you may be required to pay a separate fee to us. We may use (but not disclose) data collected regarding your use of our Services for our internal business purposes.


Confidentiality
We are committed to protecting the confidentiality of your Confidential Information (as defined below). The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these Terms, except as otherwise provided in a separate confidentiality agreement between you and us. All confidentiality obligations shall remain in force and effect for the Term plus one year.

You or Optimate (the “Disclosing Party”) may from time to time during the Term disclose to the other (the “Receiving Party”) the Disclosing Party’s confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the “Confidential Information”). For clarity, your Registration Data and Customer Data constitutes your Confidential Information, and our Services, Services documentation, intellectual property and pricing information constitutes our Confidential Information. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party’s Confidential Information in connection with performing these Terms (or as expressly authorized by the Disclosing Party in writing), and will disclose the Disclosing Party’s Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these Terms (or for other purposes as expressly authorized by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.

The Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party free from any obligation of confidence, (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section.

Warranty Disclaimer
OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OUR SERVICES OR ANY PART THEREOF, OR USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD PURSUANT TO ANY SERVICE LEVEL AGREEMENT. YOU UNDERSTAND THAT IN USING OUR SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER OUR CONTROL. WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURES. YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD US RESPONSIBLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY US.

Liability Limitation
EXCEPT FOR YOUR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR SERVICES, THE DOCUMENTATION OR USE THEREOF OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THIS LIABILITY LIMITATION, SERVICEBOT SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, SERVICEBOT’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY YOU FOR OUR SERVICES FOR THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGE. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR OUR SERVICES. No claim against Optimate may be brought more than one year after the facts giving rise to such claim have arisen. This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these Terms is found to have failed its essential purpose.

Third Party Products and Services
Our Services may contain or may contain links to third-party information, websites, products, services or resources that are not owned or controlled by us. We do not endorse any such third-party content. If you access or use such third-party content through our Services, you do so at your own risk. You agree that we have no responsibility arising from your access to or use of any such third-party information, websites, products, services or resources.

Marketing
You agree that we may use your name and logo to identify you as a customer on our website or in other sales or marketing materials, provided that we will not issue any press release without your prior consent.

Termination
The term of our Services (the “Term”) begins on the date you signed up for our Services and continues until terminated pursuant to these Terms. You may terminate our Services and these Terms at any time for any reason by cancelling through your account, using our on-demand chat, or e-mailing us at support@optimateai.com and ceasing all use of our Services. We may suspend or terminate our Services and these Terms at any time for any reason by notifying you in writing, but if our suspension or termination is based on your suspected or actual breach of these Terms, we may suspend or terminate our Services without providing any notice to you. Upon any expiration or termination of our Services, (i) all unpaid fees during the Term accrued through and including the 30 days period in which our Services were terminated will become immediately due and payable, (ii) our Services will immediately cease and (iii) the rights granted by us to you under these Terms will cease immediately and you will immediately delete (or, at our request, return) all related documentation and any of our Confidential Information in your possession or control. Any suspected or actual illegal activity that was grounds for termination of your use of our Services may be referred to law enforcement authorities. We shall not be liable to you for any suspension or termination of our Services. Notwithstanding the foregoing, the Sections of these Terms entitled “Fees”, “Customer Data”, “Confidentiality”, “Warranty Disclaimer”, “Liability Limitation”, “Termination”, “Miscellaneous” and “Contact Information” will survive any expiration or termination of these Terms.