Terms of Service

1. Optyy Services and Scope

1.1 Services

During the Subscription Term, Optyy will provide Customer with access to its hosted software-as-a-service platform (the "Optyy Platform") designed to support compliance-related workflows through the capture of opt-out signals and data processing, synchronization, and related functionality (the "Services"). The Services may include features that allow Customer to connect its systems, manage configurations, process data, and access tools, logs, or outputs made available by Optyy as further described in Optyy's then-current written or online user guides, help files, and specifications (the "Documentation").

1.2 Account

To access and use the Optyy Services, Customer must activate an account ("Account") through the Optyy Services. Customer will be required to establish administrative user credentials and may be required to provide additional information as part of the onboarding process. Customer is responsible for maintaining the confidentiality and security of all login credentials. Customer is solely responsible for ensuring that any information it provides to Optyy during Account creation is accurate, complete, and provided with all rights necessary for Optyy to receive and process such information. Optyy may suspend or disable access to the Account without prior notice if Optyy believes the Account or its credentials have been compromised or misused.

2. Subscription Term and Termination

2.1 Subscription Term

Unless otherwise stated in the applicable Order, the Services are provided on a month-to-month subscription basis. Each Subscription Term will automatically renew for successive terms of the same length unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

2.2 Termination

Either Party may terminate an Order for material breach if the breach is not cured within thirty (30) days after the breaching Party receives written notice describing the breach.

2.3 Suspension

Optyy may suspend Customer's access to the Services if: (a) Customer fails to pay undisputed fees within fifteen (15) days after written notice; (b) Customer's use poses a security, operational, or integrity risk; (c) Customer materially violates the Agreement; or (d) Optyy reasonably suspects involvement in a security incident or unlawful activity.

2.4 Effect of Termination

Upon termination or expiration of an Order, Customer's access to the Services will end immediately, except that Customer will retain access to a designated data-export function for thirty (30) days following the effective termination date. All fees accrued or payable for periods prior to the effective date of termination will remain due and payable and are non-refundable.

3. Payment Terms

3.1 Payment Terms and Billing

All fees are billed in U.S. dollars and are exclusive of applicable taxes. All undisputed invoices are due net thirty (30) days from invoice date, and late amounts accrue interest at one and one-half percent (1.5%) per month (or the maximum lawful rate). Customer may not withhold, set off, or reduce fees due under the Agreement.

3.2 Subscription Fees and Additional Charges

Customer agrees to pay the monthly subscription fee applicable to the selected contact tier. Subscription Fees are billed in advance on the first day of each billing cycle. Each tier includes a monthly allowance of new contacts equal to ten percent of the maximum contact capacity. New contacts that exceed the included allowance will be billed as overage charges.

3.3 Automatic Tier Adjustments

If at any time during a billing cycle Customer's total stored contacts exceed the maximum contact capacity of the current subscription tier, the account will automatically upgrade to the next applicable tier.

3.4 Cancellation and No Refunds

All payments are non-refundable. Customer may cancel the monthly subscription at any time. Cancellation shall become effective at the end of the then-current Subscription Term.

4. Third Party Platforms

Customer acknowledges and agrees that Optyy is not responsible for any text messages, calls, emails, or other communications that Customer or Customer's systems send or receive using Customer's own CRM, dialer, SMS platform, AI voice tools, or any other third-party platform. All messaging, calling, emailing, or other outreach activities are performed by Customer or Customer's Third-Party Platforms at Customer's direction and discretion. Optyy does not draft content, determine timing or recipients, or initiate calls/texts/emails. Customer is solely responsible for compliance with telecommunications, privacy, consumer-protection, and related laws.

5. Use of Marks

Optyy owns certain trademarks, names, logos, insignia, or service marks ("Marks"). Customer does not have the right to use any Marks except as expressly agreed to in writing by Optyy.

6. Intellectual Property Rights

6.1 Ownership; License

As between the parties, Optyy owns all right, title, and interest in and to the Services, Documentation, and all related intellectual-property rights. Subject to these Terms and timely payment, Optyy grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes during the Subscription Term.

6.2 Customer Data

Customer retains ownership of all data it submits or makes available for processing through the Platform ("Customer Data"). Customer grants Optyy a non-exclusive, worldwide, royalty-free license to host, copy, transmit, store, and process Customer Data solely to provide, maintain, secure, and support the Services.

6.3 Usage Data

Optyy may collect and use de-identified, aggregated, and statistical data related to the provision, operation, and use of the Services to operate, analyze, secure, and improve the Services. Optyy does not use Customer Data to train generalized machine-learning models made available to other customers.

7. Compliance with Laws

Customer is responsible for complying with all applicable laws, regulations, and industry rules in connection with its access to and use of the Services, including telecommunications, privacy, consumer-protection, and marketing laws. Customer represents it will not use or export the Services in violation of U.S. export control or sanctions laws. Customer is solely responsible for obtaining and managing consents, disclosures, and notices required by law and for honoring opt-out requests across its channels.

8. Confidentiality; Feedback

8.1 Confidential Information

Each Party may receive non-public, proprietary, or confidential information of the other Party. The Receiving Party will use the Disclosing Party's Confidential Information only as necessary to perform under the Agreement and will protect such information using at least a reasonable degree of care. The Receiving Party may disclose Confidential Information to the extent required by law, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice.

8.2 Feedback

If Customer submits comments or feedback to Optyy regarding the Services, Optyy may use any comments and feedback in Optyy's discretion and without attribution or compensation. Customer grants Optyy an irrevocable, perpetual, sublicensable, worldwide, royalty-free license to use and exploit Feedback without restriction.

9. Restrictions on Your Use of the Optyy Services

You may not engage in any of the following activities while using the Optyy Services. Any violation may result in termination of your Account:

Copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Optyy Services without Optyy's prior written consent.
Use the Optyy Services for unlawful purposes or to commit fraud or falsify information.
Collect or use Communications or any data in violation of applicable laws, or engage in data mining, scraping, or similar automated extraction methods.
Use the Optyy Services to harvest email addresses, names, or other user information, or to send unsolicited commercial messages (spam).
Access, use, or copy any portion of the Optyy Services through indexing agents, spiders, scrapers, bots, web crawlers, or other automated mechanisms without consent.
Upload, distribute, transmit, or post any viruses, malware, or other harmful code.
Submit any protected health information (PHI), payment card data subject to PCI DSS, data of children under the age of 13, or any other regulated or sensitive data through the Platform.
Engage in conduct that aims to render the Platform inoperable or disrupt its normal functioning.
Use the Platform to circumvent, disable, or interfere with consent/opt-out enforcement or to create or maintain do-not-contact evasion lists.
Develop any third-party applications that interact with the Platform without prior written consent from Optyy.

10. Data Security

Optyy will maintain reasonable administrative, technical, and organizational measures designed to protect the security, confidentiality, and integrity of the Services and Customer Data. Customer acknowledges that no method of transmission or storage is perfectly secure, and Optyy does not guarantee absolute security. In the event Optyy confirms unauthorized access to or disclosure of Customer Data, Optyy will notify Customer without undue delay after such confirmation.

11. Limited Warranty; Warranty Disclaimer

11.1 Limited Warranty

Optyy warrants that, during the Subscription Term, the Services will materially conform to the then-current Documentation made available by Optyy. Customer's sole and exclusive remedy for any breach of this limited warranty is for Optyy, at its option, to repair or re-perform the non-conforming portions of the Services.

11.2 Warranty Disclaimer

Except for the limited warranty expressly set forth in Section 11.1, the Services and all related materials, outputs, data, logs, and content provided by Optyy are provided "as is," "with all faults," and "as available." Optyy and its affiliates disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or results.

12. Limitation of Liability

To the extent permitted by law: (a) neither Party will be liable for any indirect, incidental, special, consequential, exemplary, cover, or punitive damages, or for any loss of profits, revenue, goodwill, or data; and (b) each Party's total aggregate liability for all claims arising out of or relating to the Agreement will not exceed the amounts paid or payable by Customer to Optyy for the Services giving rise to the claim in the six (6) months preceding the first event giving rise to such liability. Nothing in this Section limits either Party's liability for fraud, gross negligence, or willful misconduct.

13. Indemnification

13.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Optyy, its affiliates, and their respective officers, directors, employees, and contractors from and against any third-party claims arising out of: (a) Customer's violation of applicable laws; (b) Customer's Account, configurations, or misuse of the Optyy Services; (c) Customer's breach of the Agreement; or (d) Customer's use of Third-Party Platforms.

13.2 Optyy Indemnification

Optyy will indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Optyy Services, as provided and when used by Customer in accordance with the Agreement, infringe a U.S. patent, copyright, or trade secret.

14. Insurance

During the Subscription Term, Optyy will maintain commercially reasonable insurance coverage customary for SaaS providers of similar size and risk profile and will provide certificates upon reasonable request.

15. Beta, Evaluation, and Trial Use

Optyy may, at its discretion, make certain features available to Customer on a beta, evaluation, trial, or proof-of-concept basis. Evaluation Features are provided "as is," "as available," and without any warranties, commitments, performance guarantees, service levels, support obligations, or indemnities of any kind. Optyy may modify, limit, suspend, or discontinue any Evaluation Features at any time without notice.

16. Miscellaneous

16.1 Use in the United States

The Optyy Services are designed for use within the United States only. If Customer accesses or uses the Services from outside the United States, such access is at Customer's sole risk.

16.4 Governing Law

These Terms are governed by the laws of Florida, without regard to its conflict of laws principles. Venue is exclusively in the state or federal courts located in Miami-Dade County, Florida.

16.6 Amendments to these Terms

Optyy may update or amend these Terms from time to time. Any updated Terms will become effective as of the start of the next monthly billing cycle following notice or posting of the revised Terms. If Customer continues to access or use the Services after the start of the next billing cycle, Customer agrees to the updated Terms.

16.10 Entire Agreement

These Terms contain the entire agreement between you and Optyy with respect to your access to and use of the Optyy Services. In the event of conflict between these Terms and the Order, the Order shall control.

16.13 Contact Us

Please direct any questions and concerns regarding these Terms to:
Optyy LLC