Terms of service

1. Scope of Services and Definitions

1.1 Overview of Optise Services

1. 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.
   
   

2. 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.
     
     

3. 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.
  
  

• "Optise ehf": Optise ehf, an Icelandic company (kt. 461124-1000) which owns and operates the Optise platform and provides the Services.
  
  

• "Optise Inc": Optise Inc, a Delaware (USA) corporation and a subsidiary of Optise ehf, which acts as a reseller of access/subscriptions to the Services and is the Seller of Record for purchases under these Terms, except where a separate legacy contract or Order Form expressly identifies a different contracting entity.
  
  

• "Optise", "we", "us": Collectively refers to Optise ehf and Optise Inc. Where these Terms address (a) billing, payment collection, invoicing, taxes, refunds (if any), or credit management, “Optise” refers to Optise Inc unless your Order Form or a separate written agreement states otherwise. Where these Terms address (b) operation, availability, security, or delivery of the Services, “Optise” refers to Optise ehf.
  
  

• "Seller of Record": The entity that sells you the subscription/access, issues invoices/receipts, and collects payment for the Subscription Plan. Optise Inc is the Seller of Record for purchases under these Terms, except where you have a separate legacy contract or Order Form that expressly identifies a different contracting entity.
  
  

• "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, platforms, or providers that integrate with or link to the Optise platform, including payment processors (e.g., Stripe).
  
  

• "Customer Data": Data and content that you submit, post, transmit, or otherwise make available via the Services, excluding payment card data processed by a payment processor.
  
  

• "Subscription Plan": The specific package or tier you select, including applicable fees, features, and usage limits.

1.3 Third-Party Integrations

1. Integration Scope
   Certain Services may integrate with third-party platforms (e.g., CRMs, analytics software, marketing platforms, and payment processors such as Stripe) to enrich data analysis, streamline workflows, or process payments.
   
   

2. Responsibility Disclaimer
   Optise is not liable for the performance, accuracy, availability, security, or reliability of any Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the third party’s own terms and policies.
   
   

3. 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

1. 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.
   
   

2. 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.
   
   

3. Feedback
   If you provide suggestions or comments on Beta Features, Optise may use such feedback without obligation or compensation to you.

1.5 Reseller & Service Operator

Reseller Model. Optise ehf owns and operates the Services. In certain cases, Optise Inc acts as a reseller of access/subscriptions to the Services. Your purchase documents (Order Form, invoice, or checkout page) will identify the Seller of Record.

Contracting Structure. Your payment obligations (including fees, taxes, refunds (if any), and billing disputes) are owed to the Seller of Record identified in your Order Form, invoice/receipt, or checkout flow. Unless expressly stated otherwise in a separate written agreement, Optise Inc is the Seller of Record.

Service Delivery. Regardless of which Optise entity sells your subscription, the Services are operated and delivered by Optise ehf, and your use of the Services is governed by this Agreement.

Legacy Contracts. If you have a separate legacy contract, Order Form, or negotiated terms that conflict with these Terms, the legacy agreement governs to the extent of the conflict for that customer.

Third-Party Beneficiary. Optise ehf and Optise Inc are intended third-party beneficiaries of the provisions of this Agreement that relate to (a) use restrictions, (b) intellectual property, (c) disclaimers and limitations of liability, (d) indemnities, and (e) dispute resolution and governing law, and may enforce those provisions.

2. Account Registration and User Responsibilities

2.1 Account Creation

1. 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.
   
   

2. 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

1. 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.
   
   

2. 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.
     
     

3. 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

1. Data Processing Agreement (DPA)
   If your use involves processing personal data covered by the GDPR or similar regulations, Optise ehf may provide a DPA upon request. Where applicable, Optise ehf acts as the service operator for processing Customer Data within the platform.
   
   

2. Payment Data
   Payments may be processed by Third-Party Services (e.g., Stripe). Optise does not store full payment card details on its systems. Payment and billing information you provide may be processed by the Seller of Record and the payment processor for purposes such as payment processing, invoicing, fraud prevention, and compliance.
   
   

3. 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.
   
   

4. Privacy Policy
   Use of the Services is also governed by our Privacy Policy, which outlines how we collect and handle personal data, including data shared with payment processors and other Third-Party Services.

3. License Grant and Proprietary Rights

3.1 License to Use Services

1. Limited License
   Subject to this Agreement and any active Subscription Plan, Optise ehf grants you a non-exclusive, non-transferable, revocable license to access and use the Services for your internal business operations. Optise Inc may sell subscriptions/access to the Services as the Seller of Record. You may not resell, sub-license, or otherwise distribute the Services without Optise’s written consent.
   
   

2. 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

1. 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.
   
   

2. 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.
   
   

3. 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

1. 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.
   
   

2. 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.
   
   

3. 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
Except where prohibited by law, you agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be resolved through binding arbitration administered by the Nordic Arbitration Centre (NAC) of the Iceland Chamber of Commerce in accordance with its rules in effect at the time arbitration is initiated. 

Seat and Language
The seat (legal place) of arbitration will be Reykjavík, Iceland, and the arbitration will be conducted in English unless the parties mutually agree otherwise.

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 legal@optise.com within thirty (30) days of first accepting these Terms.

Local Law Exceptions
If Icelandic or other mandatory 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 Reykjavík, 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 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

1. 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.
   
   

2. 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.
   
   

3. 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

1. 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.
   
   

2. 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

1. Billing Cycle
   Subscription fees are billed on a monthly or annual basis (or otherwise agreed in writing). Invoices and/or receipts will be issued at the start of each billing cycle, unless otherwise stated in your Order Form.
   
   

2. Seller of Record and Payment Processing
   The Seller of Record (as identified in your Order Form, invoice, or checkout page) will bill you and collect payment for the Subscription Plan. If you pay via Stripe checkout, Optise Inc is the Seller of Record, and payments are processed by Stripe as a Third-Party Service.
   
   

3. Authorization for Recurring Charges
   By providing a payment method, you authorize the Seller of Record (and its payment processor) to charge applicable subscription fees, overage fees, taxes, and any other charges described in your Subscription Plan, on a recurring basis until you cancel in accordance with this Agreement.
   
   

4. Failed Payments; Suspension
   If a payment is overdue or fails, Optise may retry the charge using the payment method on file and may suspend or limit access to the Services until all amounts are paid.
   
   

5. Chargebacks and Payment Disputes
   Initiating a chargeback or payment dispute without first contacting Optise to resolve the issue may result in suspension of your account. Optise may require you to reimburse fees incurred by Optise from payment processors or banks due to chargebacks, to the extent permitted by law.
   
   

6. 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.
   
   

7. Taxes
   You are responsible for any sales tax, VAT, GST, or similar taxes associated with your purchase of the Services, excluding taxes on Optise’s net income. Taxes may be assessed based on the Seller of Record’s obligations and your billing location. If you claim tax-exempt status, you must provide valid exemption documentation.

5.3 Refunds and Downgrades

1. 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, The Seller of Record will provide a pro-rated refund for any unused portion of your subscription.
   
   

2. 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.
   
   

3. 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

1. 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”).
   
   

2. 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

1. 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.
   
   

2. Mid-Term Termination Due to Pricing or Plan Changes
   If Optise increases fees or substantially modifies your plan mid-term (under Section 5.1) 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 (if applicable under Section 5.3).
   
   

3. 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

1. 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.
   
   

2. 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.
   
   

3. 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

1. 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.
   
   

2. Ongoing Obligations
   Termination does not relieve you of any any outstanding payment obligations owed to the Seller of Record or liabilities incurred prior to the termination date.
   
   

3. 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

1. 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.
   
   

2. 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.
   
   

3. 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

1. 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 THE SELLER OF RECORD IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
   
   

2. 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.
   
   

3. 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

1. 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.
   
   

2. 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

1. 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.
   
   

2. 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.
     
     

3. 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

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. This governing law provision applies regardless of whether your subscription/access is sold by Optise Inc as the Seller of Record or the Services are operated by Optise ehf.

Mandatory Rights
Nothing in this Agreement limits any rights you may have under mandatory laws that apply to you and cannot be contractually waived.

9.2 Arbitration and Class Action Waiver

Except where prohibited by law, any dispute related to this Agreement shall be resolved through binding arbitration as described in Section 4.1. The class action waiver in Section 4.1 also applies

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 ehf (Service Operator)

Borgartún 29
105 Reykjavík
Iceland

Email: legal@optise.com / support@optise.com

Optise Inc (Seller of Record / Billing)

Email: billing@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.