Terms of service
Effective Date: January 30, 2025
1. Scope of Services and Definitions
1.1 Overview of Optise Services
AI-Powered Platform
Optise provides an AI-driven website optimization platform (“Services”) accessible via an online interface. This platform evaluates website performance, generates real-time insights, and offers iterative enhancements to improve user engagement, conversion rates, and other KPIs.
Core Features
Real-Time Recommendations: AI-based suggestions to optimize load times, content layout, or SEO structure.
Analytics & Reporting: Dashboards for tracking site metrics, user behavior, and performance trends.
Integrations: Seamless connections to third-party CRM, analytics tools, or marketing platforms for extended functionality (see Third-Party Integrations).
Beta Features
From time to time, Optise may offer early access to Beta Features, which are experimental or under development. Beta Features may have limited support and could be modified or discontinued at any time. Use of Beta Features is at your own risk, and they are provided “AS IS” without warranties of any kind.
1.2 Definitions
“Agreement”: Refers to these Terms of Service, together with any Order Forms, Subscription Plans, Data Processing Agreements, or referenced policies.
“User,” “You,” or “Customer”: Any individual or entity that accesses or uses the Services, whether on behalf of a company or as a personal account holder.
“Third-Party Services”: External services, software, or platforms that integrate with or link to the Optise platform.
“Customer Data”: Data and content that you submit, post, or otherwise make available via the Services.
“Subscription Plan”: The specific package or tier you select, including applicable fees, features, and usage limits.
1.3 Third-Party Integrations
Integration Scope
Certain Services may integrate with third-party platforms (e.g., CRMs, analytics software, payment processors) to enrich data analysis or streamline workflows.
Responsibility Disclaimer
Optise is not liable for the performance, accuracy, or reliability of any Third-Party Services. Your use of such integrations is subject to the third-party’s own terms and policies.
Usage Compliance
You must comply with all relevant third-party terms when accessing or using integrations. Any breach of those terms may lead to suspension or termination of your integration within the Optise platform.
1.4 Beta Features
Experimental Nature
Beta Features are offered solely for evaluation and feedback. They may contain bugs or inconsistencies, and Optise makes no guarantees regarding stability or performance.
Limited Support
Standard support obligations may not apply to Beta Features. Optise may or may not provide updates, fixes, or enhancements for Beta Features at its discretion.
Feedback
If you provide suggestions or comments on Beta Features, Optise may use such feedback without obligation or compensation to you.
2. Account Registration and User Responsibilities
2.1 Account Creation
Registration Requirements
You must provide accurate and up-to-date information (e.g., administrative email, company details) during sign-up. Optise reserves the right to reject or terminate accounts that do not comply with these Terms.
Credentials & Security
You are solely responsible for maintaining the confidentiality of your login credentials. Use strong, unique passwords and enable multi-factor authentication (MFA) if available.
2.2 User Responsibilities
Permitted Use
You may use the Services for lawful purposes and in accordance with your chosen Subscription Plan. Any usage beyond the authorized scope may result in suspension or additional fees.
Prohibited Activities
Bypassing Security: Attempting to bypass or undermine any security or authentication measures.
Data Scraping or Bots: Using automated means (e.g., bots, crawlers) to access or collect data from the platform without Optise’s prior written permission.
Sensitive Data Storage: Uploading health data, financial account data, or other highly sensitive personal data, unless explicitly supported in your Subscription Plan or Data Processing Agreement.
Malicious Conduct: Transmitting harmful code (viruses, malware) or using the Services to harass, defraud, or spam others.
Compliance with Laws
You agree to comply with all relevant laws and regulations, including export control and data protection laws. If you operate in a heavily regulated industry (e.g., finance, healthcare), you are responsible for ensuring the Services meet your compliance needs before using them to process sensitive data.
2.3 Data Restrictions and Privacy
Data Processing Agreement (DPA)
If your use involves processing personal data covered by the GDPR or similar regulations, Optise may provide a DPA upon request.
Sensitive Data Disclaimer
The platform is not intended for storing or processing sensitive personal data (e.g., health or PCI-DSS data) unless otherwise agreed in writing.
Privacy Policy
Use of the Services is also governed by our Privacy Policy (link), which outlines how we collect and handle personal data.
3. License Grant and Proprietary Rights
3.1 License to Use Services
Limited License
Subject to this Agreement and any active Subscription Plan, Optise grants you a non-exclusive, non-transferable, revocable license to access and use the Services for your internal business operations. You may not resell, sub-license, or otherwise distribute the Services without Optise’s written consent.
Beta License
For Beta Features, this limited license is provided for testing and feedback purposes only, and may be terminated or modified by Optise at any time.
3.2 Optise Intellectual Property
Ownership
Optise retains all intellectual property rights in the platform, software, branding, and associated documentation. No implied licenses are granted except as expressly stated in this Agreement.
Trademarks and Branding
You may not use Optise’s trademarks, logos, or branding for any purpose without our prior written approval, except as permitted under fair use.
Attribution and Marketing
With your written or documented consent, Optise may feature your company name, logo, or case studies in marketing materials. You can withdraw such consent at any time by notifying Optise in writing.
3.3 Customer Data
Ownership and License
You own all rights to your Customer Data. By submitting Customer Data to the Services, you grant Optise a worldwide, non-exclusive license to host, process, and display such data solely for the purpose of delivering the Services.
Aggregation and Anonymization
Aggregation and Ownership: Optise may aggregate and anonymize Customer Data to create benchmarking or analytics reports, or for any other lawful business purpose, provided such data does not identify you or your end users. Optise will own all rights, title, and interest in any aggregated or anonymized data that does not identify you or your end users, and may use it without restriction.
Feedback and Suggestions
Any suggestions, ideas, or feedback you provide to Optise may be used freely by Optise without compensation or obligation to you.
4. Dispute Resolution and Third-Party Services
4.1 Arbitration and Class Action Waiver
Binding Arbitration
Binding Arbitration in Iceland: Except where prohibited by law, you agree that any dispute arising out of or relating to this Agreement will be resolved through binding arbitration under the rules and procedures of the Icelandic Arbitration Institute, or a similar recognized arbitration body in Iceland. The arbitration will be conducted in Iceland, unless the parties mutually agree to an alternative location.
Opt-Out Option
If you are subject to laws that prohibit mandatory arbitration, or if you prefer traditional litigation, you may opt out of this arbitration clause by sending a written notice to Optise at [optise@optise.com] within thirty (30) days of first accepting these Terms.
Local Law Exceptions: If Icelandic or other local laws grant you additional rights or prohibit arbitration entirely, those provisions will supersede this clause to the extent of any conflict.
Effect of Opt-Out: By opting out, you agree that any disputes will be resolved under the applicable governing law (Section 9.1) in the courts of Iceland, unless otherwise mutually agreed in writing.
Class Action Waiver
To the fullest extent permitted by applicable law, you agree to waive any right to participate in or bring class or collective actions, private attorney general actions, or other representative or consolidated proceedings against Optise.
Jurisdictional Limits: If the laws of your jurisdiction (including Iceland) do not permit class action waivers, this clause may not apply to you. In that case, class or representative claims may proceed only if and as required by law.
4.2 Third-Party Services and Liability
Disclaimer of Liability
Optise is not responsible for the content, accuracy, or functionality of third-party links, products, or services. Your use of any external services is at your own risk and governed by the third party’s terms.
Compliance
If you integrate or link external platforms with Optise, you agree to follow their respective usage policies. Any breach may result in immediate suspension of the relevant integration in Optise.
No Warranty for Third Parties
Optise does not endorse or warrant third-party integrations, and will not be liable for damages or losses incurred through such integrations.
5. Subscription, Payment, and Fees
5.1 Subscription Plans and Fees
Plan Tiers
Optise offers multiple Subscription Plans, each specifying features, usage limits, and corresponding fees. The plan details (including monthly/annual rates, data limits, or API call volumes) are set out in your Order Form or on our Pricing Page.
Fee Transparency
Fee Adjustments and Overages: Optise reserves the right to modify subscription fees or adjust plan structures. While we strive to provide reasonable advance notice (e.g., via email or a platform notification) before changes become effective, we may implement updates more quickly if needed for business or market reasons. In such cases, we will make commercially reasonable efforts to inform you in advance.
Renewal Rates: Updated fees or plan adjustments will typically apply at the start of your next billing cycle or renewal, unless otherwise stated. If you do not agree to the revised pricing, you may cancel or change your plan before the new rates take effect.
Overages: If your usage exceeds plan limits (e.g., traffic volume or project count), additional charges may apply at the then-current overage rates. Optise may invoice you monthly or at the end of your billing cycle for any overages incurred.
5.2 Payment Terms
Billing Cycle
Subscription fees are billed on a monthly or annual basis (or otherwise agreed in writing). Invoices will be issued at the start of each billing cycle, unless otherwise stated in your Order Form.
Method of Payment
Optise accepts credit card payments, wire transfers, or other methods outlined in your Subscription Plan. You must keep your billing information accurate and current.
Taxes
You are responsible for any sales, VAT, GST, or similar taxes associated with your purchase of the Services, excluding taxes on Optise’s net income. If you claim tax-exempt status, you must provide a valid exemption certificate.
5.3 Refunds and Downgrades
Refund Policy
Unless otherwise stated in your Subscription Plan, fees are non-refundable. However, if Optise implements significant mid-term fee changes that materially affect your usage costs, you may terminate your subscription within fifteen (15) days of receiving notice of such changes. If you choose to terminate under these circumstances, Optise will provide a pro-rated refund for any unused portion of your subscription.
Downgrades
You may request to downgrade your Subscription Plan at renewal or mid-term (if permitted by your plan). Downgrading could limit or remove certain features or capacity, and Optise is not liable for any loss of data or functionality arising from a downgrade.
Case-by-Case Reviews
Requests for refunds that do not fall under the above scenarios will be considered at Optise’s discretion, taking into account factors like documented service outages or extraordinary business circumstances.
6. Termination and Suspension
6.1 Term and Renewal
Initial Term
This Agreement begins on the date you first accept these Terms and continues for the duration specified in your Subscription Plan (“Initial Term”).
Automatic Renewal
After the Initial Term, subscriptions auto-renew for successive terms of the same length (“Renewal Term”) unless either party provides thirty (30) days’ written notice of non-renewal.
6.2 Termination by You
End-of-Term Termination
You may terminate this Agreement at the end of the current subscription term by providing at least thirty (30) days’ prior written notice to Optise. Prepaid fees are typically non-refundable unless stated otherwise in your plan.
Mid-Term Termination Due to Pricing or Plan Changes
If Optise increases fees or substantially modifies your plan mid-term (under Section 5.2) and you do not agree to the revised pricing or terms, you may terminate your subscription by giving written notice within fifteen (15) days of receiving notice of the changes.
If you exercise this right to terminate, Optise will provide a pro-rated refund for any unused portion of your subscription.
Effect of Termination
Upon termination under this section, you will have thirty (30) days to retrieve your Customer Data. After that, Optise may delete or anonymize your data in accordance with its data retention policies.
6.3 Termination or Suspension by Optise
Breach of Terms
Optise may suspend or terminate your access if you violate these Terms, fail to pay fees when due, or exceed authorized usage limits and do not remedy the breach within thirty (30) days of receiving notice.
Legal Violations
Optise may immediately suspend your account to comply with legal requirements, protect the integrity of the Services, or prevent harm (e.g., fraudulent or abusive activities). We will notify you promptly unless prohibited by law.
Suspension for Security
If we detect potential threats to our infrastructure or identify unauthorized account access, Optise may temporarily suspend or limit your account to mitigate risks, with notice to you when feasible.
6.4 Effect of Termination
Data Retrieval
Upon termination, you have thirty (30) days to export or retrieve your data (“Data Retrieval Period”). After this period, Optise may delete or anonymize your data in accordance with its data retention policies.
Ongoing Obligations
Termination does not relieve you of any outstanding payment obligations or liabilities incurred prior to the termination date.
No Further Access
Your rights to use the Services and any licenses granted under these Terms end immediately upon termination.
7. Warranty Disclaimer and Limitation of Liability
7.1 Warranty Disclaimer
Services Provided “AS IS”
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, OPTISE PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES.
Third-Party Products
OPTISE DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY SERVICES, INTEGRATIONS, OR PRODUCTS THAT INTERACT WITH THE PLATFORM. YOUR USE OF THOSE SERVICES IS AT YOUR SOLE RISK.
No Guarantees
OPTISE DOES NOT GUARANTEE UNINTERRUPTED ACCESS, ERROR-FREE OPERATION, OR SPECIFIC OUTCOMES (E.G., INCREASED TRAFFIC OR IMPROVED SEO) FROM USING THE SERVICES.
7.2 Limitation of Liability
Damages Cap
EXCEPT FOR LIABILITY ARISING FROM A PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE FEES ACTUALLY PAID (OR PAYABLE) BY YOU TO OPTISE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Allocation of Risk
YOU ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BARGAIN.
8. Indemnification
8.1 Your Indemnification Obligations
Scope
You will defend, indemnify, and hold Optise harmless against any third-party claims, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to: a) Your breach of this Agreement or violation of applicable law; b) Customer Data that infringes on a third party’s rights; c) Misuse of the Services beyond the scope of your license or in violation of any laws.
Defense Conditions
Optise will promptly notify you of any claim, allow you reasonable control of the defense, and provide necessary cooperation. Any settlement that imposes obligations on Optise requires our prior written consent.
8.2 Optise’s Indemnification Obligations
Scope
Optise will defend, indemnify, and hold you harmless against third-party claims alleging that the Services infringe or misappropriate the intellectual property rights of such third party, provided: a) You promptly notify Optise of the claim in writing; b) Optise has sole control of the defense or settlement; c) You cooperate reasonably in the defense.
Remedial Actions
If the Services are found or likely to be infringing, Optise may (at its discretion):
Obtain a license for you to continue using them;
Modify or replace the Services to avoid infringement;
Terminate the impacted Services and issue a pro-rated refund.
Aggregated/Anonymized Data Claims
If a third party brings a claim related to Optise’s use of aggregated or anonymized data (which does not identify you or your end users), Optise will defend and indemnify you against such claims, provided such claims are not based on your breach of this Agreement or the infringement of any third-party rights within the un-aggregated Customer Data you originally submitted.
8.3 Limitations
Exclusions: Optise has no indemnification obligation for claims arising from modifications or combinations not authorized by Optise, or from your breach of this Agreement.
9. Governing Law and Miscellaneous
9.1 Governing Law
Jurisdictional Flexibility
Governing Law (Iceland): This Agreement is governed by and construed in accordance with the laws of Iceland, without regard to its conflict of laws principles. If you and Optise are located outside of Iceland, you may mutually agree in writing (e.g., via your Order Form or Subscription Plan) on an alternate venue or supplementary jurisdictional provisions, provided such agreement does not contradict the mandatory laws of Iceland.
9.2 Arbitration and Class Action Waiver
Arbitration
Except where prohibited by law, any dispute related to this Agreement shall be resolved through binding arbitration (as described in Section 4.1 of these Terms).
Class Action Waiver
All claims must be brought solely on an individual basis, and you waive any right to participate in a class action or representative proceeding.
9.3 Force Majeure
Neither party is liable for delays or failures to perform resulting from events beyond their reasonable control (e.g., natural disasters, cyberattacks, or governmental actions), provided the affected party notifies the other as soon as practical and resumes performance when possible.
9.4 Amendments
Writing Required: Any material change to these Terms must be in writing and signed by both parties, unless updated online for new or renewing customers with adequate notice (e.g., thirty (30) days).
Severability: If any provision is found unenforceable, it will not affect the validity of the remaining Terms.
9.5 Assignment
Neither party may assign or transfer these Terms (or any rights or obligations) without the other’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.
9.6 Entire Agreement
These Terms, along with any Order Forms, Subscription Plans, DPA, or referenced policies, constitute the entire agreement between you and Optise, superseding all prior understandings or communications.
10. Contact Information
If you have any questions about these Terms or need to send a notice, please contact us at:
Optise
Borgartún 29
105 Reykjavík
Iceland
Email: legal@optise.com / support@optise.com
Website: www.optise.com
You agree that Optise may also provide notices, disclosures, or updates electronically by posting them on our website or emailing the address in your account profile.