These Terms of Service (“Terms”) form a binding legal agreement between Optemate LLC, a Pennsylvania limited liability company (“Optemate,” “we,” or “us”), and the individual or entity accessing or using the Services (“Client,” “you,” or “your”). Please read them carefully before using our Services.
An overview of what Optemate provides and how engagements are structured.
Optemate provides AI-powered automation, SaaS software, consulting, integrations, and related services, including both custom-built and off-the-shelf solutions.
Services may require a one-time setup or implementation fee and an ongoing subscription fee.
We're transparent about what AI can and can't do, and where responsibility lies.
We do not guarantee outcomes, performance improvements, revenue increases, accuracy, or business success.
Artificial intelligence systems operate probabilistically and may generate inaccurate, incomplete, biased, or unexpected outputs.
You acknowledge and agree that the Services utilize artificial intelligence and machine learning technologies, including third-party AI providers.
AI-generated outputs are provided on an "as is" basis and do not constitute legal, medical, financial, or other professional advice.
You are solely responsible for reviewing, validating, and approving all AI-generated outputs prior to use. Optemate disclaims all liability arising from reliance on AI outputs.
What we expect from you as a client, and what's off limits.
You agree to:
You may not use the Services to:
Optemate reserves the right to monitor usage and enforce these restrictions, including immediate suspension or termination.
How payments work, and when access to the Services may be paused or revoked.
Optemate may suspend or terminate access to the Services upon written notice (which may be by email) for: (a) non-payment of undisputed fees that remain unpaid for more than ten (10) days after notice; (b) material breach of these Terms that remains uncured for fifteen (15) days after written notice (or such shorter period as is reasonable for the breach); (c) suspected fraud, illegal activity, or activity that creates risk of liability to Optemate or its other clients; or (d) imminent security threats. For (c) and (d), Optemate may suspend immediately and provide notice as soon as commercially practicable. Optemate's right to suspend or terminate is in addition to, and not in lieu of, any other remedies.
Termination does not relieve you of any outstanding payment obligations.
Who owns what, and how integrations with outside platforms are handled.
The Services may integrate with or rely upon third-party platforms and providers.
Optemate is not responsible for third-party outages, errors, policy changes, data loss, or service interruptions.
All software, workflows, systems, documentation, and materials provided by Optemate remain the exclusive property of Optemate LLC unless expressly stated otherwise in writing.
You are granted a limited, non-transferable, non-exclusive, non-sublicensable, revocable right to use the Services solely for their intended internal business purpose. As between the parties, you retain all right, title, and interest in and to all data, content, documents, files, and other materials you submit to or generate through the Services (“Client Data”), including any inputs you provide to AI features. You grant Optemate a limited, worldwide, royalty-free license to host, copy, transmit, display, and process Client Data solely as necessary to provide and support the Services and to comply with law. Optemate will not use Client Data to train its or any third party's AI or machine-learning models without your prior written consent. Optemate may collect and use de-identified, aggregated usage data and metadata derived from operation of the Services to maintain, improve, and develop its products, provided such data does not identify you or any individual. Any feedback or suggestions you provide regarding the Services may be used by Optemate without restriction or obligation, but Optemate will not publicly attribute feedback to you without your consent.
The legal protections that apply to both parties when using our Services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
OPTEMATE DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI OUTPUTS.
TO THE FULLEST EXTENT PERMITTED BY LAW, OPTEMATE LLC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING:
Optemate's total liability shall not exceed the amounts paid by you in the three (3) months preceding the event giving rise to the claim, except that the foregoing limitations and exclusions shall not apply to: (i) a party's gross negligence, willful misconduct, or fraud; (ii) a party's indemnification obligations under these Terms; (iii) your obligation to pay fees due; (iv) breach of confidentiality obligations; or (v) any liability that cannot be limited or excluded as a matter of applicable law. Multiple claims shall not enlarge the cap. The parties acknowledge that the limitations in this Section reflect the allocation of risk between them and form an essential basis of the bargain.
You agree to indemnify, defend, and hold harmless Optemate LLC, its affiliates, and their respective officers, directors, employees, and agents from any third-party claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from your use of the Services, your data, or your violation of these Terms. Optemate will indemnify, defend, and hold harmless you from any third-party claim alleging that the Services, when used in accordance with these Terms, infringe a valid United States patent, copyright, trademark, or trade secret of a third party; provided that this obligation does not apply to claims arising from: (a) your data, materials, or instructions; (b) AI-generated outputs (which are subject to Sections 02 and 03); (c) modifications not made by Optemate; or (d) use of the Services in combination with items not provided by Optemate. The indemnified party shall: (i) promptly notify the indemnifying party in writing of the claim; (ii) provide reasonable cooperation; and (iii) allow the indemnifying party sole control of the defense and settlement, provided that no settlement imposing non-monetary obligations on the indemnified party may be entered without its prior written consent (not to be unreasonably withheld). The indemnified party may participate in the defense at its own expense.
Which laws apply, how we communicate updates, and how to reach us.
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Centre County, Pennsylvania for any dispute arising out of or relating to these Terms or the Services, and waives any objection to venue or forum non conveniens. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. No claim arising out of or related to these Terms may be brought by either party more than one (1) year after the cause of action accrued, except for claims for non-payment of fees.
Optemate may update these Terms from time to time. For any material change, Optemate will provide at least thirty (30) days' advance notice by email to the address associated with your account and by posting the updated Terms with a revised “Last Updated” date. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms. If you object to any material change, your sole remedy is to discontinue use of the Services and (for paid Services) cancel your subscription before the change takes effect, in which case you will receive a pro rata refund of any prepaid fees for the unused portion of the then-current term.
Each party may receive non-public information of the other (“Confidential Information”), including business, technical, financial, and Client Data. The receiving party will use Confidential Information solely to perform under these Terms, protect it with the same care it uses for its own confidential information (and no less than reasonable care), and not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed without use of the disclosing party's information, or rightfully received from a third party without confidentiality obligation. Disclosure required by law is permitted with prompt notice to the disclosing party (where lawful) and reasonable cooperation in seeking protective treatment.
Optemate's collection and processing of personal information in connection with the Services is described in the Privacy Policy, which is incorporated by reference. If Optemate processes personal data on your behalf as a “processor” or “service provider” under applicable law (including GDPR or CCPA), the parties will execute a Data Processing Addendum (DPA) on Optemate's standard form, which will govern such processing. You represent and warrant that you have all rights, consents, and notices required to provide Client Data and inputs to the Services and to authorize Optemate's processing. You will not submit through the Services any (i) protected health information subject to HIPAA, (ii) cardholder data subject to PCI DSS, (iii) information of children under 13 (or under 16 in the EU/UK), or (iv) other regulated data, in each case unless expressly agreed in writing.
(a) Notices. Legal notices to Optemate must be in writing and sent to Optemate LLC, 240 Kennedy Street, State College, PA 16801, Attn: Legal, with a copy by email to support@Optemate.com (or such address as Optemate designates). Notices to Client may be sent to the email or address associated with your account and are deemed received when sent.
(b) Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labor disputes, internet or telecommunications failures, third-party service outages, or AI-provider disruptions.
(c) Assignment.You may not assign or transfer these Terms without Optemate's prior written consent. Optemate may assign these Terms to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
(d) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
(e) Waiver. No waiver is effective unless in writing signed by the waiving party, and no waiver of any breach is a waiver of any other breach.
(f) Survival. Sections concerning fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and these General Provisions survive termination.
(g) Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
(h) Export Compliance and Sanctions. You will comply with all U.S. and other applicable export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list.
(i) Electronic Communications and Signatures. You consent to receive communications from Optemate electronically, and agree that electronic signatures, agreements, and notices satisfy any legal writing requirements.
(j) Headings. Section headings and category labels are for convenience only and do not affect interpretation.
Questions regarding these Terms of Service should be sent to:
Optemate LLC, Attn: Legal
240 Kennedy Street, State College, PA 16801, United States
Email: support@Optemate.com