1. Overview & Acceptance

These Terms of Service (“Terms”) govern your access to and use of the Platform, including all content, functionality, communication features, software, products, and services offered by Optimate—such as Optimate HQ (SaaS), Apex (CRM), and Zen Ops (consulting) (together, the “Services”).

By accessing or using the Platform or Services, you agree to be bound by these Terms. If you do not agree, do not use the Platform or Services. You must be at least 18 years old.

We may update these Terms at any time. Changes are effective upon posting. Your continued use constitutes acceptance.

Our Privacy Notice (posted on the Platform) describes how we collect and process information. The Privacy Notice is incorporated by reference. If there is a conflict, these Terms control.

2. Services & Changes

We provide multiple Services you may subscribe to or purchase. We may add, remove, or modify features or components at any time. Future features or ongoing availability of any Service are not guaranteed. Unless expressly stated otherwise, the Platform and Services are provided as is (see Section 19).

2.1 Additional Terms

Certain Services (e.g., paid plans, integrations, professional services, betas) may be subject to additional terms, order forms, or statements of work (“Order Terms”). If there is a conflict, the Order Terms govern for those Services.

3. Eligibility; Organization Use

If you use the Services on behalf of an entity, you represent you have authority to bind that entity to these Terms, and “you” refers to that entity. You are responsible for your users’ compliance.

4. Account Registration & Security

You may need an account to access parts of the Platform. Provide accurate, current information and keep it updated. You are responsible for safeguarding credentials and all activity under your account. Notify us immediately of unauthorized use.

5. Fees, Billing & Taxes

a. Fees. If you purchase paid Services, you agree to pay all fees shown at checkout or in applicable Order Terms (“Fees”). Fees may include subscriptions, usage charges, and one-time professional services. Fees exclude telecom/third-party pass-through costs (“Surcharges”), which you agree to pay.

b. Billing. You authorize us (and our processor) to charge your payment method on a recurring basis for subscriptions and at purchase for one-time Services. Keep payment details accurate and current.

c. Taxes. You are responsible for all applicable taxes, duties, and governmental assessments (“Taxes”). We may collect Taxes where required. Taxes already remitted are non-refundable.

d. Late/Overdue. If a charge is declined or overdue, we may suspend or terminate access until amounts are paid. You are responsible for reasonable collection costs, including attorneys’ fees.

e. Refunds. Unless expressly stated otherwise in Order Terms or a written guarantee, all Fees are non-refundable.

f. Pricing Changes. We may change pricing or billing terms prospectively upon notice.

6. Trials; Beta

Any free trials or beta features are provided as is, may be suspended at any time, and may never be released. Usage limits may apply.

7. Acceptable Use

You and your users may use the Platform only for lawful purposes and in accordance with these Terms. You will not (and will not permit anyone to):

•Violate any law or regulation;

•Harass, harm, or exploit others;

•Upload or share illegal, infringing, deceptive, defamatory, or otherwise prohibited content;

•Send spam or unsolicited communications;

•Misrepresent your affiliation with Optimate;

•Interfere with or disrupt the Platform (including introducing malware, scraping, or stress testing without consent);

•Access non-public areas or data;

•Use automated means except via documented APIs with permission;

•Reverse-engineer or create derivative works except as permitted by law.

We may investigate and take action (including suspension or termination) for violations.

8. Communications Features & Compliance

Some Services enable you to send or automate SMS/MMS, voice calls, emails, and other messages. You are solely responsible for:

•The content of all communications;

•Lawful basis and consent from recipients;

•Compliance with applicable laws (e.g., TCPA, CAN-SPAM, anti-spam/marketing, privacy, telecom rules);

•Managing opt-ins/opt-outs;

•Accurate sender identity and required disclosures.

Optimate provides technology; you (not Optimate) are the initiator/sender of communications. Consult your counsel regarding compliance.

9. Customer Data & User Content

You retain all rights to data and content you upload or provide (“Customer Data”). You grant Optimate and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, support, and improve the Services (subject to the Privacy Notice). You represent you have all rights and consents necessary to provide Customer Data, including third-party personal data.

We are not responsible for deletion or failure to store Customer Data. We may delete inactive or unpaid accounts after reasonable notice consistent with the Privacy Notice.

10. Professional Services (Zen Ops)

If you purchase consulting or implementation through Zen Ops or professional services for HQ/Apex:

•We will perform in a professional manner consistent with industry standards;

•Deliverables and scope are defined in Order Terms or statements of work;

•Your timely cooperation and access are required;

Except as expressly stated, services are provided as is and no specific business outcomes are guaranteed.

11. Third-Party Services & Integrations

The Platform may depend on or interoperate with third-party products (e.g., Zapier, Make, n8n, carriers, email providers, payment processors). Your use of third-party services is governed by their terms. We are not responsible for third-party services, changes, outages, or data handling.

12. Intellectual Property

The Platform, Services, software, documentation, designs, text, graphics, logos, and other materials (collectively, “Optimate Content”) are owned by Optimate or its licensors and protected by IP laws. Except for the limited license below, no rights are granted.

12.1 Limited License

Subject to these Terms and payment of applicable Fees, Optimate grants you a personal, non-exclusive, non-transferable, revocable license to access and use the Platform and Optimate Content for your internal business purposes during your subscription term.

12.2 Trademarks

“Optimate,” “Optimate HQ,” “Apex,” “Zen Ops,” and associated marks are trademarks of Optimate. You may not use our marks without prior written permission.

13. Feedback; Ideas

If you provide suggestions, ideas, or feedback (“Feedback”), you grant Optimate a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback without restriction or obligation.

14. User Contributions & Community Areas

If the Platform allows posting or sharing content, you are solely responsible for your content and agree not to post unlawful, infringing, harmful, or misleading material. We may remove content at our discretion.

15. DMCA / Copyright Complaints

If you believe content on the Platform infringes your copyright, send a notice to: [email protected] with the information required by 17 U.S.C. §512(c)(3). We may remove content and terminate repeat infringers. Counter-notices may be sent to the same address with the elements required by the DMCA.

16. Security; Availability

We implement reasonable technical and organizational measures for security, but the internet is inherently insecure. You are responsible for securing your accounts, endpoints, and access controls. Availability may be affected by maintenance, provider outages, or factors beyond our control.

17. Resale; Multi-Client Use

If permitted in Order Terms, you may configure Services for your clients. You are solely responsible for your clients’ onboarding, billing, and support. Do not represent yourself as Optimate or imply affiliation. You must pass through obligations consistent with these Terms to your clients.

18. Export; Sanctions

You represent you are not located in, and will not use the Services in, any embargoed or sanctioned jurisdiction and are not a restricted party. You will comply with export control and sanctions laws.

19. Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. DATA TRANSMISSION OVER NETWORKS MAY BE INSECURE. YOU ASSUME ALL RISK FOR USE.

Some jurisdictions do not allow limitations on implied warranties; some limitations may not apply.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIMATE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO OPTIMATE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT.

Some jurisdictions do not allow exclusions/limitations of liability; some limitations may not apply.

21. Indemnification

You will defend, indemnify, and hold harmless Optimate and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your Customer Data; (b) your use of the Services; (c) your violation of these Terms or law; (d) your communications (including marketing compliance); or (e) disputes with your customers/end users.

22. Term; Suspension; Termination

These Terms remain in effect while you use the Services. We may suspend or terminate access immediately for breach, risk to the Platform, non-payment, or as required by law. You may terminate per your Order Terms or by written notice (subject to billing cycle). Sections that by their nature survive (including IP, Fees, Disclaimers, Limitation of Liability, Indemnification, Governing Law/Arbitration, and Miscellaneous) will survive termination.

23. Governing Law; Dispute Resolution; Class Waiver

These Terms are governed by the laws of the State of Delaware and the United States, excluding conflict-of-laws rules. All disputes arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration will be Wilmington, Delaware. Judgment may be entered in any court of competent jurisdiction.

Class Action Waiver. Disputes must be brought in an individual capacity, not as a plaintiff or class member in any class, consolidated, or representative proceeding.

You may seek injunctive relief in court to protect IP or confidential information pending arbitration.

24. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control (e.g., labor disputes, internet failures, provider outages, acts of God, war, government actions).

25. Assignment

You may not assign these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.

26. Entire Agreement; Severability; Waiver

These Terms, the Privacy Notice, and any applicable Order Terms are the entire agreement between you and Optimate regarding the Services. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. Failure to enforce a provision is not a waiver.

27. Notices

General Support: [email protected]

We may provide notices to you via the email associated with your account or via the Platform.

28. Contact

For questions about these Terms or the Services, contact [email protected]