Terms of Service

1. Definitions

For purposes of these Terms:

2. Acceptance and Authority

By accessing or using the Services, you represent that you are of legal age in your jurisdiction and legally able to enter into a binding contract.

If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority, you accept personal responsibility for the obligations in these Terms.

3. Privacy

Our Privacy Policy explains how we collect, use, and disclose information in connection with the Services and is incorporated by reference into these Terms.

Additional region-specific notices may apply (for example, for California residents and EEA residents).

4. Accounts and Registration

4.1 Creating an Account. Certain features require an Account. You agree to provide accurate, current, and complete registration information and to keep it updated.

4.2 No Impersonation; Account Limits. You may not create Accounts using false identities or maintain more than one Account unless we expressly authorize it.

4.3 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account. Notify us promptly of suspected unauthorized access at [email protected].

4.4 Administrative Rights. We may implement verification, require credential changes, reclaim usernames, or suspend access to protect the Services, other users, or third parties.

4.5 Your Operational Responsibilities. You are responsible for security configuration, updates, patches, and management of any applications, sites, domains, IP addresses, and data you host or process using the Services.

5. Services; Subscriptions; Availability

5.1 Ordering and Acceptance. You may select from available Service plans. A Subscription is accepted when we confirm the order or provide access, whichever happens first.

5.2 Changes to Services. We may modify, suspend, or discontinue the Services (or any portion) at any time. If you do not agree with a change, your remedy is to stop using the Services.

5.3 Maintenance. We may interrupt access to perform routine or emergency maintenance.

6. License and Use Restrictions

6.1 Limited License. Subject to your continued compliance, Optidata grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business or personal purposes.

6.2 Restrictions. You may not: (a) remove proprietary notices; (b) copy, modify, create derivative works, distribute, license, lease, sell, resell, transfer, publicly display/perform, transmit, stream, broadcast, or otherwise exploit the Services except as expressly permitted; (c) reverse engineer, decompile, or disassemble except where permitted by law; (d) mirror, frame, scrape, index, or data-mine any portion of the Services; (e) run automated scripts that burden or interfere with the Services; or (f) attempt unauthorized access to related systems or networks.

7. Fees, Billing, and Payments

7.1 Fees and Taxes. If you purchase Services for a fee, you agree to pay all Fees and applicable taxes and authorize us and our payment processors to charge your selected payment method.

7.2 Recurring Billing. Subscription services are billed on a recurring basis and may auto-renew unless canceled as described below.

7.3 Usage Limits. Plans may include usage limits. If usage exceeds purchased limits, we may invoice for excess usage and/or require an upgrade.

7.4 Late Payments. If a charge fails or remains unpaid, we may suspend or terminate Services and/or your Account. Overdue balances may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.

7.5 Refunds. Unless required by law or stated otherwise in writing, Fees are non-refundable, including setup fees and special programming fees.

7.6 Coupons. Discount codes (if offered) may be limited and may be revoked or lead to termination if misused.

8. Term, Auto-Renewal, and Cancellation

8.1 Commencement. Subscription access begins upon our confirmation and receipt of lawful funds, whichever occurs first.

8.2 Auto-Renewal. Unless you cancel before renewal, paid Subscriptions renew automatically for successive terms of the same length.

8.3 Cancellation. You may cancel at any time. Cancellation becomes effective at the end of your then-current Subscription term. Access ends when the term expires.

8.4 Price Changes. We may change prices for future terms. Price changes do not apply to your current term and become effective at renewal (or after the current term ends).

9. Updates to These Terms; Additional Terms; Separate Contracts

9.1 Updates. We may update these Terms by posting a revised version on the Site and/or within the Services. Where legally required, we will request your explicit consent.

9.2 Additional Terms. Some features may be governed by additional terms presented when you use them. If there is a conflict, those additional terms control for that feature.

9.3 Signed Agreements. If you have a separately signed agreement with Optidata, that agreement controls in the event of conflict, and these Terms supplement it for topics it does not address.

10. Acceptable Use and Anti-Spam

You agree to comply with our Policies at all times. The Policies are incorporated by reference. We may investigate suspected violations and take actions such as filtering, restricting, suspending, or terminating access to protect the Services and others.

11. User Content

11.1 Ownership and Responsibility. You retain ownership of your User Content and are solely responsible for it, including legality and suitability.

11.2 License to Operate Services. You grant Optidata a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and otherwise use your User Content only as needed to provide and improve the Services.

11.3 Public Content. If you make User Content public, it may be accessed and used by others. Deleting content may not remove copies held by others.

11.4 Feedback. Suggestions and feedback are non-confidential; we may use them without attribution or compensation.

11.5 Forums. If community forums exist, do not post confidential information. Optidata is not responsible for other users' misuse of public posts.

12. Illegal Content and Child Safety

Optidata strictly prohibits child sexual abuse material and exploitation. We may remove such content immediately upon discovery or notice and may terminate Accounts without prior notice.

We may report apparent violations to the appropriate authorities and to the CyberTipline consistent with applicable law. If you suspect such content on sites hosted by Optidata, report it to [email protected] with identifying details and do not send the image(s).

You are responsible for taking reasonable measures to prevent minors under your care from accessing harmful or age-restricted material on your sites or services.

13. Copyright and DMCA

We respond to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). We may remove or restrict access to User Content upon receiving proper notice and may terminate repeat infringers.

14. Third-Party Services, Links, and Licensing

Third-Party Services and linked sites are provided “as is” by third parties and are governed by separate terms between you and the provider. You are responsible for compliance with Third-Party Terms and payment of any third-party fees. Optidata is not responsible for third-party content, availability, or business practices.

If Microsoft licensing or mobility options are offered, they are subject to Microsoft terms. BYOL eligibility and compliance are your responsibility, and some products may be excluded.

15. Marketplace

We may provide a marketplace for applications, plugins, or extensions that interoperate with the Services. Marketplace use may be subject to additional marketplace and third-party terms.

16. Intellectual Property

The Services and their look-and-feel are owned by Optidata or its licensors. Except for the limited license granted in these Terms, no rights are transferred to you. You may not use Optidata's names, logos, or trademarks without our prior written permission except as permitted by law.

If Optidata provides software, documentation, data, domains, or other materials (“Materials”), you may use them only in connection with the Services and only during the term of these Terms.

17. Backups, Resource Use, Security, Bandwidth, and Publicity

17.1 Backups and Data Loss. You are responsible for maintaining independent backups. We are not liable for data loss.

17.2 Resource Consumption. We may limit or suspend Services that excessively consume resources or degrade performance.

17.3 Security. Unauthorized access, hacking, or other security violations are prohibited and may result in termination and potential civil/criminal liability.

17.4 Bandwidth. Bandwidth allowances depend on your plan; overages may be billed.

17.5 Publicity. Unless you opt out, you grant Optidata a limited license to display your name and logo as a customer reference. Opt-out requests may be sent to [email protected].

18. HIPAA-Configurable Services

If we offer servers configurable for HIPAA/HITECH compliance, you are responsible for implementing and maintaining compliance, including safeguards for protected health information (PHI). We may require an architectural review and written acknowledgments before deployment.

19. Uptime and Service Credits

If we publish an SLA, it describes eligibility and the process to request service credits. Requests must follow SLA procedures within the stated timeframe. Credits expire as described in the SLA and are not redeemable for cash.

20. Referral Program

We may offer referral or rewards programs governed by separate terms incorporated by reference.

21. Suspension and Termination

We may suspend or terminate access for violations of these Terms, the Policies, applicable law, or third-party rights, and for content we reasonably deem illegal or high-risk. Termination ends access and any license to Materials. You are responsible for migrating your data and arranging replacement services. Amounts accrued before termination remain payable.

22. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIDATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant uninterrupted, timely, secure, or error-free operation, or that defects will be corrected. Use of Third-Party Services is at your sole risk.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIDATA AND ITS AFFILIATES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY RELATING TO THE SERVICES OR THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID TO OPTIDATA IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

24. Indemnification

You agree to defend, indemnify, and hold harmless Optidata and its affiliates from claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your breach, your use of the Services, your User Content, or your violation of law or third-party rights.

25. Dispute Resolution; Arbitration; Class Action Waiver (U.S.)

For U.S. residents, disputes may be resolved through binding arbitration where elected by Optidata, after written notice and an opportunity for informal resolution. Disputes must be brought individually, not as a class action. You waive jury trial rights to the extent permitted by law for disputes covered by this section.

26. Exports and Sanctions

You agree to comply with U.S. export controls and sanctions laws and will not export, re-export, or transfer software or technical data in violation of applicable law.

27. Government Rights

Materials developed at private expense are commercial computer software and provided with only those rights mandated by applicable procurement regulations.

28. California Provisions

28.1 California Release. If you are a California resident, you waive California Civil Code § 1542 regarding unknown claims.

28.2 Consumer Notice. The Services are provided by Optidata Us International LLC. Complaints may be directed to [email protected] and to the California Department of Consumer Affairs as described on its website.

29. Electronic Communications

You consent to receive communications from us electronically and agree that electronic notices satisfy legal writing requirements. Keep your email address current.

30. General

These Terms, together with incorporated policies and notices, constitute the entire agreement regarding the Services. If any provision is unenforceable, the remainder remains effective. You may not assign these Terms without our consent; we may assign without restriction. No partnership or agency is created. We are not liable for delays caused by events beyond our reasonable control.

31. Contact