OMI Terms and Conditions

These Terms & Conditions (“Terms”) govern access to and use of the Optimized CRM platform, including any related websites, mobile apps, integrations, and services (collectively, the “Service”). These Terms form a binding agreement between Optimized-Marketing.com LLC, a Wyoming limited liability company (“Company”, “we”, “us”, “our”), and the entity or individual accepting them (“Customer”, “you”, “your”). By clicking “I Agree”, creating an account, or using the Service, you agree to these Terms.

If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.

1. DEFINITIONS

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“Customer Data” means data, content, records, files, messages, contacts, leads, configurations, and materials submitted to or collected by the Service from or for Customer.
“Authorized Users” means individuals Customer authorizes to use the Service under Customer’s account.
“Order” means an online checkout, quote, or statement of work specifying plan tier(s), quantities, term, and pricing.
“Third-Party Platform” means any service not operated by Company (e.g., registrars, DNS/hosting, CDNs, email/SMS/voice carriers, identity/SSO, payment gateways, ad platforms).

2. ACCOUNT; ELIGIBILITY

2.1. You must be at least 18 years old and legally able to contract. You are responsible for the acts and omissions of your Authorized Users.
2.2. You will provide accurate account information and keep it updated. We may decline or suspend accounts to comply with law or protect the Service.

3. LICENSE; ACCESS

3.1. During the applicable subscription term and subject to these Terms and your Order, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Service solely for Customer’s internal business purposes.
3.2. The Service is licensed, not sold. All rights not expressly granted are reserved to Company.

4. CUSTOMER DATA; PRIVACY

4.1. Ownership. As between the parties, Customer owns Customer Data. Customer grants Company a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data to provide, secure, support, and improve the Service (including generating de-identified or aggregated insights that do not identify Customer or individuals).
4.2. Compliance. Customer is responsible for the accuracy, legality, and use of Customer Data and for obtaining all required consents and notices (e.g., marketing consents under anti-spam and telemarketing laws).
4.3. Sensitive Data. Unless a separately executed agreement explicitly allows it (e.g., a Business Associate Agreement), you will not submit to the Service: protected health information (HIPAA), full payment card data (PCI), government-issued IDs, or other sensitive personal data requiring heightened protections.
4.4. Privacy Policy & DPA. Your use is also subject to our Privacy Policy. A Data Processing Addendum (“DPA”) reflecting GDPR/CCPA roles is available upon request and, once executed, becomes part of these Terms.

5. ACCEPTABLE USE

You will not, and will not allow others to: (a) send spam, unlawful, deceptive, harassing, or harmful content; (b) infringe intellectual property or privacy rights; (c) upload malware or attempt to bypass security or rate limits; (d) reverse engineer or copy the Service except to the extent permitted by law; (e) resell, time-share, or provide the Service to third parties as a managed service without our written consent; (f) use the Service for high-risk activities where failure could cause death, personal injury, or severe environmental or property damage; or (g) exceed plan limits, fair-use policies, or carrier rules.

6. CHANNEL-SPECIFIC RULES (EMAIL, SMS/MMS, VOICE, SOCIAL, FORMS)

6.1. Compliance. You will comply with all applicable laws and industry standards, including CAN-SPAM, the Telephone Consumer Protection Act (TCPA), state telemarketing laws, Do-Not-Call rules, 10DLC/A2P registration and messaging policies, CASL (Canada), and carrier/aggregator terms. You are responsible for managing and honoring consent, opt-in/opt-out, and suppression lists.
6.2. Sender Identity. You must maintain accurate sender identification (from names, caller ID, registered brand/campaign IDs). We may block or throttle traffic that threatens network health or violates rules.
6.3. Carriers & Aggregators. Delivery is not guaranteed. Filtering, blocking, surcharges, registration, or brand/campaign rejections by carriers/aggregators are outside our control. Fees from carriers/aggregators and registration vendors are Customer-pay.

7. SECURITY; ACCESS & CREDENTIALS

7.1. Our Security. We implement commercially reasonable administrative, technical, and physical safeguards appropriate to the Service.
7.2. Your Security Responsibilities. Customer will (a) provision unique, individual logins for Authorized Users; (b) enforce multi-factor authentication where available; (c) use least-privilege access; (d) keep credentials confidential and promptly revoke access when roles change; (e) enable available audit logs and retain them for at least twelve (12) months; and (f) maintain current contact details for security notices.
7.3. Shared Credentials. If Customer directs Company to use a shared credential or cannot provision unique logins, Customer acknowledges reduced auditability and accepts the associated risks; Company is not liable for incidents caused by shared credentials except for Company’s willful misconduct.
7.4. Upstream Systems. The Service may rely on Third-Party Platforms (e.g., DNS, hosting, email/SMS/voice providers, SSO). Their security, session handling, validation workflows, support processes, and availability are outside our control. Deadlines or SLAs are tolled to the extent performance depends on those systems.

8. THIRD-PARTY PLATFORMS; INTEGRATIONS

8.1. Integrations. The Service may interoperate with Third-Party Platforms. Your use of Third-Party Platforms is subject to their separate terms and fees. We do not control or endorse them and are not responsible for their actions, data practices, outages, or changes.
8.2. Credentials. If you connect the Service to a Third-Party Platform, you authorize us to use the necessary credentials and API permissions to enable the integration.
8.3. Changes. Third-Party Platforms may modify or discontinue features; we may adapt or discontinue related integrations without liability.

9. SERVICE LEVELS; SUPPORT; MAINTENANCE

9.1. Availability. We use commercially reasonable efforts to make the Service available, excluding planned maintenance, emergency maintenance, force majeure, and outages attributable to Third-Party Platforms or Customer systems.
9.2. Support. Standard support is provided per your plan. Enhanced support, professional services, and incident response are available at our then-current rates or as specified in an Order.
9.3. Beta/Pre-Release. We may offer beta or experimental features “as is,” with no commitments and the right to modify or withdraw them.

10. PROFESSIONAL & INCIDENT RESPONSE SERVICES (OPTIONAL)

10.1. Scope. If engaged for onboarding, data migration, reconfiguration, forensics, registrar/domain recovery, or other professional/incident services, our work is delivered on a time-and-materials basis unless the Order states otherwise.
10.2. Rates & Retainer. Time spent triaging incidents, navigating vendor queues, resubmitting forms, and coordinating with carriers/registrars/registries/vendors is billable at the rates set out in your Order or our then-current rate card, plus pass-through fees (e.g., carrier, registry, legal, notary, courier). A replenishable retainer may be required to commence or continue incident work.
10.3. Vendor Waivers. If a vendor requires a waiver or indemnity to process recovery, we will present options and proceed only on your written direction. If you ask us to sign on your behalf, you must provide a limited power of attorney and indemnify us for consequences of that waiver, excluding our willful misconduct.

11. FEES; TAXES; BILLING

11.1. Fees. You agree to pay all fees for the Service and any add-ons as set forth in your Order, plus applicable taxes. Usage-based or pass-through fees (e.g., messaging, telephony, storage, 10DLC registration) are billed as incurred.
11.2. Billing & Late Payment. Unless otherwise stated in the Order, amounts are due upon invoice and payable within thirty (30) days. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law), and we may suspend or limit the Service for non-payment. You authorize us (and our payment processor) to charge your payment method for recurring fees and usage charges.
11.3. No Offsets. Fees are non-refundable except as expressly stated in these Terms or an Order.

12. TERM; TERMINATION

12.1. Term. Your subscription term is described in the Order and renews per its renewal terms unless either party gives notice of non-renewal.
12.2. Termination for Cause. Either party may terminate for a material breach not cured within thirty (30) days after written notice. We may also terminate immediately for unlawful or abusive use, or if continued service would create undue risk.
12.3. Effect of Termination. Upon termination or expiration, your access ends. For thirty (30) days after termination (the “Export Window”), upon request and provided all amounts due are paid, we will make Customer Data available for export in a commercially reasonable format. After the Export Window, we may delete Customer Data from active systems, subject to legal holds and backups retained per our data retention policies.

13. INTELLECTUAL PROPERTY; FEEDBACK

13.1. Service IP. Company and its licensors retain all rights, title, and interest in and to the Service (including software, interfaces, templates, documentation, designs, know-how, and updates).
13.2. Feedback. You grant Company a royalty-free, perpetual, irrevocable license to use feedback or suggestions to improve the Service.

14. CONFIDENTIALITY

Each party may access the other’s non-public information marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel, Affiliates, and contractors under confidentiality duties, or as required by law (with prompt notice where legally permitted).

15. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT DELIVERY VIA CARRIERS/PLATFORMS WILL BE TIMELY OR GUARANTEED.

16. INDEMNIFICATION

16.1. By Customer. Customer will defend and indemnify Company and its Affiliates against third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer Data or Customer’s use of the Service in violation of law or these Terms; (b) Customer’s communications or marketing activities (email/SMS/voice/social), including alleged spam, unlawful telemarketing, or consent failures; (c) Customer’s or its vendors’ security configurations, shared-credential use, or failure to enable recommended protections; and (d) failures, defects, delays, or support practices of Third-Party Platforms, except to the extent caused by Company’s willful misconduct.
16.2. By Company. Company will defend and indemnify Customer against third-party claims alleging that the Service, as provided by Company and used by Customer per these Terms, infringes a U.S. patent, copyright, or trade secret. If such a claim arises, we may (at our option) procure rights, modify the Service, or terminate access with a pro-rated refund of prepaid, unused fees. This Section does not apply to claims based on Customer Data, combinations not provided by Company, or use in violation of these Terms.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE ABOVE LIMITS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNITY OBLIGATIONS, OR A PARTY’S WILLFUL MISCONDUCT.

18. GOVERNING LAW; DISPUTE RESOLUTION

These Terms are governed by the laws of the Commonwealth of Pennsylvania, excluding conflict-of-law rules. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration under the Pennsylvania Uniform Arbitration Act in Westmoreland County, Pennsylvania, before a single arbitrator. Either party may seek injunctive relief in a court of competent jurisdiction to protect confidentiality or intellectual property. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

19. SUSPENSION; TOLLING FOR UPSTREAM OUTAGES

We may suspend or limit the Service immediately if: (a) you breach these Terms, (b) non-payment occurs, (c) your use creates security risk or legal exposure, or (d) necessary due to outages or changes of Third-Party Platforms. Deadlines and performance commitments are tolled during any suspension caused by the foregoing.

20. EXPORT; ANTI-CORRUPTION; GOVERNMENT USERS

You will comply with applicable export, re-export, sanctions, and anti-corruption laws. The Service and documentation are “commercial computer software” and “commercial items”; U.S. government use is subject to these Terms.

21. NOTICES; CHANGES TO TERMS

Notices to Customer may be provided inside the Service, by email to your account contacts, or to your account address. We may update these Terms to reflect operational or legal changes; material changes will be notified in advance where feasible, and your continued use after the effective date constitutes acceptance.

22. ASSIGNMENT; SUBCONTRACTING

You may not assign these Terms without our prior written consent (not to be unreasonably withheld); any prohibited assignment is void. We may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets. We may use subcontractors (including infrastructure and messaging providers) and remain responsible for their performance.

23. MISCELLANEOUS

These Terms (together with the Order, any DPA, and incorporated policies) are the entire agreement and supersede prior or contemporaneous understandings on the subject. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A waiver must be in writing and is not a continuing waiver. No third-party beneficiaries. Headings are for convenience only.

BY CLICKING “I AGREE,” YOU CONFIRM THAT YOU HAVE READ AND ACCEPT THESE TERMS & CONDITIONS.