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General Terms & Conditions

Effective Date: August 31, 2025
Last Updated: August 31, 2025

WHEREAS, Optivara is in the business of providing and making accessible certain services through Optivara's Internet-based proprietary software; and

WHEREAS, Optivara desires to provide and make accessible such services, and the Client desires to procure services from Optivara for access and use by Client and its Authorized Users, each in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to as follows:

1. Scope; Terms/Order Form. 

Client will order, and Optivara agrees to provide, the Service in accordance with the terms and conditions of this Agreement and as set forth in a Terms/Order Form ("Order Form") that references this Agreement. Such Order Form will be binding upon Optivara and Client upon signature by both Optivara and Client. In the event of a conflict between the terms and conditions of this Agreement and those of an Order Form, the terms and conditions of this Agreement will control; provided, however, that to the extent any Order Form includes terms and conditions not addressed in this Agreement or not in conflict with the terms and conditions of this Agreement, then such terms and conditions will supplement and be a part of this Agreement. An Order Form will amend this Agreement only if the Order Form expressly cites and amends a specific term or condition of this Agreement.

2. Use of Service.

(a) License to Use the Service. For the duration of the Term, and subject to Client's compliance with the terms of this Agreement, including Client's payment obligations, Optivara hereby grants Client a limited, non-exclusive, non-transferable, non­ sublicensable right to access and use the Service and Documentation specified in the Order Form, and any Optivara Content provided to Client in connection the Service, solely for Client's internal non-commercial purposes and subject to the terms and restrictions of this Agreement and limitations stated in the Order Form (including number of Authorized Users). Client does not acquire under this Agreement any other right or license (including any implied licenses) to use the Service or Documentation, except as expressly granted in this Section 2(a).

Service Term. Beginning upon completion of any prerequisites identified in the Order Form (which may include receipt of payment), Optivara will provide the Service to Client for the term set forth in the Order Form (the "Initial Term"). Following the expiration of the Initial Term, the Service will automatically renew and extend for an additional period of the same duration of the "Initial Term" unless otherwise set forth in the Order Form (each a "Renewal Term"), unless either party provides written notice to the other party of its intent to not renew at least 60 days before the end of the then-current Term. The Initial Term and Renewal Term are collectively referred to in this Agreement as the "Term". Upon renewal of the Term, Client may be subject to reasonable Fee increases to account for new technology features, R&D and product advancement.

(b) Client Responsibilities. Client shall be responsible for:

(i) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use the Service;

(ii) approving access to Authorized Users, for Authorized Users' compliance with applicable requirements in this Agreement or in any Terms of Use, and for administering, and maintaining the confidentiality of, log-in credentials issued to such Authorized Users. Client is also responsible for ensuring that log-in credentials or access rights arc invalidated upon termination of Client's relationship with any such Authorized User; and promptly notifying Optivara upon becoming aware of any authorized use of the Service, whether by Authorized Users or unauthorized individuals or entities.

(c) Limitations on Use of Service. Client shall not:

(iii) copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, sublicense, transfer, mirror, frame, create derivative works of, reverse engineer, decompile or disassemble any aspect of the Service or the Documentation, in whole or in part, in any form or by any means, without Optivara's prior written permission;

(iv) access or use the Service or the Documentation in connection with provision of any services to third parties;

(v) use the Service or Documentation in a manner that in material respects, delays, impairs, or interferes with system functionality for other users of the Software or Documentation or that compromises the security or integrity of the Service;

(vi) apply systems to extract or modify information hosted through the Service using technology or methods such as those commonly referred to as "web scraping," "publicity scraping," or "screen scraping"; or

(vii) use the Service or the Documentation for any unlawful purpose.

(viii) Access to or license to use the Service or the Documentation may be limited or suspended immediately in Optivara's reasonable discretion if the terms of this Agreement are violated. Optivara's further reserves the right to suspend or terminate any account associated with an Authorized User if Optivara reasonably believes that such account has been compromised or used for unlawful purposes.

(ix) Service Levels and Support Services. Optivara will exercise commercially reasonable efforts to perform and provide the Service and Support Services in accordance with industry standards.

3. Client Data

(i) Right to Use Client Data. Client hereby grants to Optivara a non-exclusive, royalty-free, worldwide, fully paid-up, sublicensable, transferable right and license to use Client Data (i) as required in connection with Optivara's provision of the Service to Client; and (ii) to create de-identified, aggregated information ("Aggregate Data"). Except for the rights expressly granted to Optivara under this Agreement, Client shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Client Data.

(ii) Privacy. Notwithstanding any rights to use Client Data under this Agreement, the parties shall comply with all applicable laws and regulations concerning the privacy of Client Data, to the extent it constitutes personal information under such laws. Client acknowledges and agrees that, regardless of its ownership of Client Data, Optivara may limit Client's access to certain Client Data to the extent required by applicable privacy law or by Optivara's Privacy Policy (made available on Optivara's website or upon request of the Client), which may be updated from time to time.

(iii) Information Security Measures. Optivara represents that it has implemented and maintains an information security program which shall include appropriate administrative, technical and physical safeguards reasonably designed to: (i) ensure the security and confidentiality of Client Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Client Data; and (iii) protect against unauthorized access to or use of Client Data that could result in substantial harm or inconvenience to any Client.
(iv)    Aggregate Data. Optivara reserves the right to use, disclose, license, or sell Aggregate Data to the extent permitted by applicable law and Optivara's contracts with its Clients, and will own all right, title, and interest in such Aggregate Data.

4. Fees

(a) Fees are due in the amount and per the schedule on the order form. Optivara does not invoice. If Client fails to timely pay Fees, Optivara has the right, in addition to any other remedies it may have under this Agreement or at law, to suspend Client's access to the Service without any liability for any damages suffered by Client arising from or related to such suspension.

(b) Late Charges; Collection. AII Fees are non-refundable and non-cancellable. Any amount not paid when due will accrue interest at the lower of 1.5 percent (1.5%) per month for each month (or fraction thereof) that payment is not received by Optivara, or the maximum percentage allowed by applicable law. Client will reimburse Optivara for all costs and expenses incurred by Optivara arising from Client's collection of amounts due under this Agreement, including, without limitation, reasonable attorneys' fees.

(c) Taxes. Fees under this Agreement are exclusive of any applicable value-added, sales, use excise, property or any other similar tax or fees (other than taxes based on Optivara's income). Client is responsible for payment of any all such taxes or fees.

5. Term and Termination.

(a) Term. Unless earlier terminated pursuant to Section 5(b), this Agreement shall commence on the Effective Date and shall continue for three years.

(b) Termination. Either party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement by the other party which is not cured within thirty (30) days following receipt of written notice thereof. Notwithstanding the foregoing, Client's breach of Section 4(a) will have a ten (10) day cure period and Client's breach of Section 2(d) will permit Optivara to immediately terminate this Agreement and related Order Form(s).

(c) Effect of Termination. Upon termination of this Agreement or any Order Form(s) by either party, all licenses granted to Client and the Service obtained by Client under such Order Form(s) will terminate. Client will promptly cease use of the Service provided under such Order Form(s).

(d) Rights and Obligations Upon Termination. Upon the expiration or termination of the Service, Optivara will have no further obligation to provide the Service and Client will have no further rights to use or access the Service. Optivara may provide migration or conversion services to Client upon execution of a separate written agreement. Except as provided in a separate written agreement, Optivara may permanently delete Client Content with no liability or further obligation to Client.

6. Indemnification.

(a) Client will indemnify, defend, and hold harmless Optivara and its parent, subsidiaries, and affiliates and their respective owners, representatives, officers, directors, agents, and employees (collectively, "Optivara Parties") from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses) ("Claims") to the extent arising out of any action or proceeding brought by a third party against any one or more of the Optivara Parties (i) alleging injury, damage, or loss resulting from Client's use of the Service; (ii) alleging that Client Data infringes a privacy or intellectual property right of a third party; or (iii) related to any act gross negligence or willful misconduct by Client or any of its Authorized Users.

(b) Indemnification Procedures. The indemnified party will provide prompt written notice to the indemnifying party of any Claim for which the indemnified party will seek indemnification under this Agreement and will provide reasonable assistance to the indemnifying party upon the indemnifying party's reasonable request. The indemnifying party will have the right to defend and compromise such claim at the indemnifying party's expense for the benefit of the indemnified party; provided, however, the indemnifying party will not have the right to obligate the indemnified party in any respect in connection with any such compromise without the written consent of the indemnified party. Notwithstanding the foregoing, if the indemnifying party fails to assume its obligation to defend, the indemnified party may do so to protect its interests and the indemnifying party will reimburse all costs incurred by the indemnified party in connection with such defense.

7. Warranties.

(a) Limited Warranty. Optivara represents and warrants that the Service will perform in material conformance with the Documentation. Optivara will use commercially reasonable efforts to make such additions, modifications, or adjustments to the Service as may be necessary to correct any repeatable problems or defects discovered in the Service and reported to Optivara in writing by the Client, excluding defects or problems arising from misuse by the Client. The foregoing shall be Client's sole and exclusive remedy for breach of this limited warranty.

(b) Not Advice; No Endorsement. Client acknowledges and agrees that the Optivara's provision of the Service or any information provided by the Service does not constitute advice or recommendations. OPTIVARA IS NOT RESPONSIBLE FOR CLIENT'S RELIANCE ON ANY OPTIVARA CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE. THE SERVICE AND ITS OUTPUT ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD BE CAREFULLY EVALUATED BY CLIENT.

(c) EXCEPT AS PROVIDED IN SECTION 7(a) OF THIS AGREEMENT, THE OPTIVARA PARTIES MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICE, DOCUMENTATION, OPTIVARA CONTENT, AND ANY OTHER INFORMATION FURNISHED BY THE OPTIVARA PARTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, TITLE, AND FITNESS FOR ANY PARTICULAR USE, APPLICATION, OR PURPOSE. OPTIVARA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. OPTIVARA HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, CLIENT CONTENT, OPTIVARA CONTENT, DATA, OR OTHER INFORMATION. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY EMPLOYEES OF OPTIVARA PARTIES OR OTHEHWISE, IS A WARRANTY OR PROMISE BY OPTIVARA, AND OPTIVARA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS.

(d) Limitation of Liability. IN NO EVENT WILL OPTIVARA BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES AHISING FROM THE USEOF THE SERVICE, INCLUDING INTERRUPTION OR LOSS OF BUSINESS, LOSS OF DATA, REFUNDS OF FEES, LOSS OF PIWFITS, LOSS OF INCOME OR COST OF REPLACEMENT SERVICES. OPTIVARA'S LIABILITY TO THE CLIENT ARISING OUT OF ANY CLAIM FOR DAMAGES FOR ANY CAUSE WHATSOEVER WILL UNDER NO CIRCUMSTANCES EXCEED, IN AGGREGATE, THE TOTAL AMOUNT OF THE SUMS ACTUALLY PAID BY THE CLIENT TO OPTIVARA DURING THE TWELVE MONTHS PRECEDING SUCH CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

8. Intellectual Property. Ownership. "Optivara", the Optivara logos, and other marks used on the Service or by Optivara are trademarks of Optivara or its suppliers, and no license to use the same is granted under this Agreement. Client acknowledges and agrees that, as between Client and Optivara, Optivara and its suppliers own all worldwide right, title, and interest in the Service, Optivara Content and Ideas (defined below), including all worldwide intellectual property rights in the foregoing ("Optivara Intellectual Property"). Optivara reserves all rights to Optivara Intellectual Property.

Ideas. Client acknowledges and agrees that it may be providing certain feedback, statements, suggestions, and ideas ("Ideas") to Optivara, directly or through a third party, in connection with use of the Service, which Optivara may use in future modifications to the Service, multimedia works, or advertising and promotional materials relating thereto. Client hereby assigns to Optivara any and all right, title, and interest in any Ideas, including any copyright, patent right, moral right, and all other intellectual property rights. Client acknowledges and agrees that submission of Ideas to Optivara, either orally or in writing, will not in any way establish a confidential relationship with Optivara, nor will it place Optivara in the position of receiving a disclosure in trust. Optivara will not be obligated and makes no commitment to treat or maintain as confidential any Ideas which Client submits as confidential or otherwise. Client will not receive any type of payment or remuneration from Optivara for Ideas. Except for Client Data, Client agrees that all documents and materials submitted to Optivara will become the property of Optivara unless Optivara agrees otherwise in writing. No obligation is assumed or will be implied on the part of Optivara by receipt or examination of the Idea or use of the Idea to compensate Client or otherwise enter into another agreement with Client.

9. (Reserved).

10. Confidentiality. "Confidential Information" means and includes any information that:

(i) is disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in written, graphic, machine-readable or other tangible form and is marked "Confidential," "Proprietary," or in some other manner to indicate its confidential nature, or, if orally disclosed or obtained by observation, is identified as confidential at the time of disclosure and confirmed in writing to have been confidential within thirty (30) days of disclosure or observation; or

(ii) a Receiving Party should reasonably know is confidential to the Disclosing Party based on the nature of the information or the context or manner of the disclosure.

Exceptions. Confidential Information will not include information that is

(i) publicly available other than through the Receiving Party or its Authorized Representatives (as defined in 10(c) below);

(ii) in the Receiving Party's possession at the time of disclosure as shown by the receiving Party's files and records immediately prior to the time of disclosure;

(iii) acquired by the Receiving Party from a third party, who provides the information without breaching any express or implied obligations or duties to the Disclosing Party;

(iv) disclosed by the Receiving Party with the Disclosing Party's prior written consent;

(v) independently developed by the Receiving Party without reference to Confidential Information; or

(vi) disclosed in response to a valid order or request of a court or other governmental body; provided, however, that unless prohibited by law or regulation, the Receiving Party will first have given prompt notice to the Disclosing Party of any such order, inquiry, or request so that the Disclosing Party may seek an appropriate protective order or reach a mutual written agreement with the Receiving Party requiring that the information so disclosed be used only for the purposes for which the inquiry or request was made or the order was issued.

Level of Care. The Receiving Party will maintain the confidentiality of, and agrees to use the same care to prevent disclosure of, the Confidential Information as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party further agrees to use the Confidential Information only in connection with and in furtherance of the business transactions contemplated by this Agreement. The Receiving Party may disclose Confidential Information to its employees, directors, officers, affiliates, agents, subcontractors, attorneys, accountants, or professional advisors who have a need to have access to the Confidential Information in carrying out the business transactions contemplated by this Agreement ("Authorized Representatives"). The Receiving Party will inform its Authorized Representatives of the confidential nature of the Confidential Information and the applicability of this Agreement thereto and will obligate and direct its Authorized Representatives to maintain the confidentiality of the Confidential Information and otherwise to observe the terms of this Section 10.

11. Choice of Law & Venue. This Agreement will be governed by, subject to, and interpreted in accordance with the laws of the state of New York, without regard to conflict of laws principles. The parties agree that the sole and exclusive jurisdiction and venue for any disputes arising hereunder will be in any court of competent jurisdiction sitting in the state of New York, and each party hereby waives all defenses of lack of personal jurisdiction and forum non-convenience related thereto.

12. Miscellaneous.

(a) Notices. AII notices required or permitted under this Agreement will be in writing and delivered via overnight or express mail, certified mail (return receipt requested), or in person to the other party at its address set forth in the order form or to such other address as either party may designate subsequently in writing, and will be deemed effective upon receipt.

(b) Partial Invalidity; No Exclusive Remedy. If any provision of the Agreement should for any reason be held invalid, unenforceable, or contrary to public policy, the remainder of the Agreement will remain in full force and effect notwithstanding any such event. No specific remedy set forth herein precludes any other remedy in this Agreement or available at law or equity

(c) Assignment. Neither party will transfer or assign this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of the other party; provided that no such consent will be necessary in cases of merger, reorganization, or sale of substantially all of a party's assets. Any assignment or transfer, or attempt thereof, without such prior written consent will be void and have no effect. All terms and conditions contained herein will inure to the benefit of, and be binding upon, any successor and any permitted assignees of the parties. Consent by either party to such assignment in one instance will not constitute consent by the party to any other assignment.

(d) Waiver. The waiver by either party of any default or breach will not constitute a waiver for any other subsequent default or breach.

(e) Merger of Terms, Modification. This Agreement (which hereby expressly includes all exhibits, and Order Forms) constitutes the entire Agreement between the parties with respect to the subject matter contained herein and will not be modified except by written amendment by the parties expressly stating an intent to modify the terms of the Agreement. The terms of this Agreement will exclusively control with respect to the subject matter hereof.

(f) Independent Contractors. The parties are independent contractors. This Agreement does not designate either party as the agent, employee, legal representative, partner, or joint venture of the other party for any purpose whatsoever and neither will have the right, power, or authority to create any obligation or responsibility on behalf of the other. Each party will be fully liable for the acts and omissions of their employees, subcontractors, agents hereunder.

(g) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same instrument. In the event that any signature to this Agreement or any amendment hereto is delivered by e-mail delivery of an image or Portable Document Format ("PDF") data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such image or PDF signature page were an original thereof.

(h) Force Majeure. Neither party will be in breach of this Agreement solely due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, strikes, or freight embargoes (each, a "Force Majeure Event"). In such event, the parties agree that prompt written notice will be given to the other party within seven (7) days of the Force Majeure Event. A party's performance will only be excused for the duration of the Force Majeure Event. If the Force Majeure Event continues for sixty (60) days or more, the party not impacted by the Force Majeure Event may terminate this Agreement and/or the affected Order Form(s) by providing a written termination notice to the party affected by the Force Majeure Event and failing to perform under the Agreement.

(i) Interpretation. For purposes of this Agreement, including any appendices and Order Forms: (i) the words "include," "includes" and "including" arc deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole (unless the language in the provision otherwise specifies); (iv) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (v) words denoting any gender include all genders; (vi)"$" refers to U.S. dollars. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(j) Survival. The terms and conditions in this Agreement that by their nature and context are intended to survive any termination or expiration of the term of this Agreement, and will be fully enforceable thereafter.

(k) Public Representations. Either party may disclose publicly the existence and general nature of this Agreement but not the terms of the Agreement.

13. Changes to General Terms & Conditions. We may update General Terms & Conditions from time to time to reflect changes in our business practices, legal requirements, or technology. When we make changes, we will update the “Last Updated” date at the top of this page.