By using any of the services and products of Optic Marketing Group, LLC (hereinafter, “Optic”), including without limitation, marketing services, website development services, mobile site services, website maintenance and hosting services, and SEO services (collectively, “Services”), you are agreeing to be bound by the following terms and conditions (“Terms and Conditions” or “Agreement”).
Optic reserves the right to update and change the Terms and Conditions from time to time without notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, are subject to the Terms and Conditions. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms and Conditions at any time at: www.opticmarketinggroup.com/termsandconditions

Violations of any of the terms below will result in the termination of your account. While Optic prohibits such conduct and User Content on the Services, you understand and agree that Optic cannot be responsible for the User Content posted on the Services and you nonetheless may be exposed to such materials. You agree to use the Services at your own risk.

1. Account Terms. If you use any of the Services, you agree:

• You must be 13 years or older to use the Services.
• You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
• You must provide your full legal name, a valid email address, and any other information requested by Optic.
• You are responsible for maintaining the confidentiality and security of your account and password. Optic cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You are responsible for all User Content posted and activity that occurs under your account.
• Optic reserves the right to refuse service to anyone for any reason at any time.

2. Payment Terms

• Payment Processing: Optic Marketing Group, LLC is the processor for all payments. You are responsible to remit payment and all fees and charges incurred if you dispute a charge by Optic Marketing Group, LLC and order an investigation of such charge or otherwise initiate a chargeback. For your convenience, Optic also allows payment by ACH transactions. You may terminate your ACH authorization at any time, however termination of ACH authorization does not relieve you of your payment obligations hereunder. Returned checks will incur a $30.00 charge.
• No Prorations: There will be no refunds or credits for setup fees, deposits, partial months or partial years of Services, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
• Taxes: All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
• Marketing Services Fees and Billing Terms: If you are purchasing marketing services, you acknowledge and agree to pay Optic the total fee set forth in the Agreement and outlined in the SOW. Optic has agreed to accept monthly installments of the fee, commencing on the launch date of your online marketing campaign. Your monthly payment will be due on the same date of each month for the term of the Agreement. Failure to pay any invoice when due could result in the suspension of any services, including, but not limited to, your website, if applicable. If you purchase marketing services, other Optic services may be bundled and discounted, at Optic’s discretion. You acknowledge and agree that the term described in the Agreement for marketing services commences at the start date of the campaign launch and will continue for the term described in the Agreement (i.e. if you agreed to a twelve month term, the term will expire twelve months after campaign launch). Notwithstanding the foregoing, Optic reserves the right to commence automatic billing prior to campaign launch if you have failed to provide information and details requested by Optic necessary to move the campaign launch forward.
• Website Development Fees: If you are utilizing Optic to develop and build your website, 100% of the development fee is due prior to the commencement of Optic’s website development services.However, Optic may accommodate special arrangements to provide installment payments by individual request. In the event a payment arrangement is made, Optic would retain ownership of the website and domain until all installment payments are paid in full.
• Website Maintenance and Hosting: If you are utilizing website maintenance and hosting services, each term is for one year. Optic will send you a renewal notice and invoice for the $600.00 annual fee 60 days prior to the end of the term. If you fail to pay the maintenance and hosting annual fee, hosting services will be suspended which will prevent your website and/or mobile site from being viewable on the internet or mobile phones, as applicable.
• Domain Hosting: Annual fee will be invoiced within 30-days after domain transfer to Optic has been completed.
• Google Pay Per Click: If you are integrating Pay Per Click in the marketing services, you agree to pay Optic a monthly management fee equal to twenty percent (20%) of the PPC spend budget. If you reduce your budgeted PPC campaign amount or temporarily pause or suspend the PPC campaign, you will still be responsible for the twenty percent (20%) management fee. Any surplus in the Google account will be rolled over to the following month.
• Suspension of Services for Past Due Accounts: Without limiting any other rights and remedies, Optic may remove, or cause to be removed, any of the Services, including the website, and suspend or terminate any of the Services if you fail to make timely payment. Interest on any unpaid amounts will accrue at the rate of 1% per month, commencing 30 days after the due date of the invoice.
• No Release of Website Files or Domain: Optic will not release website files and will not release domain ownership until all fees due and owing on your account are paid in full.

3. Cancellation and Termination

• Objectionable User Content: If you provide initial User Content and Optic, in its sole discretion, deems it objectionable or offensive, you may cancel your account and will be refunded your initial fees paid. If you thereafter resubmit User Content and Optic, in its sole discretion, deems it objectionable or offensive, Optic may terminate this Agreement and retain all initial fees paid for Services.
• Cancellation of Services: Account cancellation requests must be submitted in writing. Cancellation requests submitted by phone are not valid and will not be honored. You may not cancel services that are provided based on a term contract prior to the end of the applicable term. You further understand that the applicable term for marketing services commences at the start of the campaign launch. Services that are provided month to month may be canceled at any time with 30 days written notice and provided that you have met your minimum term, if applicable.
• Cancellation of Website Maintenance and Hosting Services: Optic requires a minimum of 30 days notice to cancel website maintenance and hosting services and domain hosting. Optic will not refund amounts paid for the remainder of the then current term. At this time the customer is responsible for procuring their own domain hosting account and any transfer fees associated with the transfer.
• Termination by Optic: Optic, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other Optic Services, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account. Optic will not refund amounts paid for the remainder of the then current term.
• Deletion after Termination: You may request your User Content, logos or other artwork, website files, and initiation of domain transfer from Optic within 60 days of cancellation or termination, and Optic will provide the files and User Content in its possession to you within 30 days of your request, provided you have not breached the terms of this Agreement. All of your User Content will be deleted from the Services 90 days after cancellation or termination and will no longer be available to Optic or to you. This information cannot be recovered once your account is canceled and you agree that you will forfeit and relinquish all rights to the User Content in your account.
• Optic Reporting Dashboard: Upon cancellation or termination, you will lose access to the Optic’s Dashboard immediately.

4. Modifications to Services and Fees

• Modifications: Optic reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.
• No Liability for Modifications: Optic shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

5. Copyright, Content Ownership and Requirements

• User Content: If you have retained Optic to build a website without Optic marketing services, you will provide Optic with the advertising material you designate for placement on the Services (herein, “User Content”) within 10 business days of contracting for Services. Optic may redesign or modify the organization, structure and/or formatting of the User Content as necessary in its discretion. If, in Optic’s sole discretion, the User Content is objectionable or offensive in any respect, Optic will return it to you and you may supply new User Content or cancel this Agreement for a full refund of any amounts paid. Any subsequent submission of User Content by you that is objectionable or offensive, at Optic’s discretion, may result in immediate termination of this Agreement by Optic with no credit or reimbursement to you of any funds paid.
• Requirements of Logos: Logos and other artwork that you submit as part of your User Content must be of a certain quality or additional charges may apply. Logos must be submitted as .eps, .ai or .psd files with an image resolution of 150 ppi or dpi. At Optic’s request, you will produce ownership or licensing agreement regarding your right to use the logo or other artwork.
• c. Optic Artwork: Artwork created by Optic is the sole property of Optic. Optic hereby grants a perpetual, non-exclusive, royalty free license to use the Optic Artwork, in an un-editable format, provided you have not breached your obligations under this Agreement.
  • Your Retained Right: Optic claims no intellectual property rights over your User Content. Your profile and materials uploaded remain yours.
  • Removal of User Content: Optic shall have the right (but not the obligation) at Optic’s sole discretion to refuse or remove any User Content that is available via the Services.
  • Optic Content: If you have purchased marketing Services, Optic will create certain content (the “Optic Content”) to be displayed on your website, including without limitation, blog material. Optic hereby grants a perpetual, non-exclusive, royalty free license to use the Optic Content, provided you have not breached your obligations under this Agreement. If you have breached your obligations under this Agreement, Optic may remove the Optic Content prior to returning any requested website files to you. If you have purchased marketing Services, Optic may also create certain SEO content (the “Optic SEO Content”) to be included in your website files. You understand and agree that the Optic SEO Content is proprietary and the property of Optic. Upon termination or cancellation of Services, Optic will remove the Optic SEO Content from your website files. If you have purchased marketing Services, Optic may also utilize certain Optic Plugins (the “Optic Plugins”) to be included in your website files. You understand and agree that the Optic Plugins are proprietary and the property of Optic. Upon termination or cancellation of Services, Optic will remove the Optic Plugins from your website files. You further agree to remove the Optic Plugins from your website in the event that Optic does not have access to the same.
  • Optic’s Property: The look and feel of the Services is the copyright of Optic. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Optic. All Optic Content included on its site, its Software, and through the Services is the property of Optic and is protected by U.S. and international intellectual property laws. All Optic Content, Software, code, HTML/CSS/JavaScript/PHP/MySQL/Python, and visual design data is copyrighted by Optic. Optic’s property also includes any Google Ads accounts and email addresses used to establish a Google Ads account on your behalf, as the Google Ads accounts contain Optic’s proprietary information.
  • Software: Optic may make certain software available to you through the Services. If you download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS/JavaScript/PHP/MySQL/Python, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Optic, for your personal and noncommercial use only. Except as otherwise provided in this Agreement, Optic does not transfer either the title or the intellectual property rights to the Software, and Optic retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.
  • Compliance with Law: When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements by any intellectual property rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your account. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.

6. Website Build, Maintenance and Hosting Terms: In addition to the terms and conditions set forth herein, the following terms shall apply to website build, maintenance and hosting services:

• Approval of Design: You will be provided with a copy of the proposed design for your website. All revisions to the website design shall be submitted by you at one time and a revised design will be provided. You will be required to approve your website design. Once you approve the website, Optic will program and code the website. Requested changes made to the hard code after your approval of the website is outside the scope of the project, and you agree to pay the current hourly fees for the changes. Fees are charged based on the work that needs to be done and who is performing the work in accordance with Optic’s hourly rate schedule. Similarly, for any website re-design or updates, Optic will provide you with an estimate, and may require up to all of its fee up front.
• Partial Editor Access Only: You may have partial editor access to the Website. Optic will not grant you administrative access or FTP access to any website hosted on Optic servers.
• Similar Templates and Graphics: Optic’s sites are template-based and therefore may be similar to other sites on the internet. For all Optic websites, including Optic’s websites and Optic custom-built sites, Optic may utilize some graphics that are purchased from iStockPhotos and therefore graphics on your site may be identical to graphics on other sites on the web.
• DMCA Violation Notice: If Optic receives a notice pursuant to the Digital Millennium Copyright Act (“DMCA Violation”), Optic reserves the right to take the material or your website down immediately.
• Third-party Scripts, Embedded items & Plug-ins: All third-party scripts, embedded items, and plug-ins must be approved by Optic in its sole and absolute discretion. Optic may terminate the use of any of these items at any time in its sole and absolute discretion.
• Annual Maintenance Services: If you subscribe to website maintenance services, Optic will provide you with two (2) additional hours of website changes per year. Changes that require additional time are billed at Optic’s then current hourly rates. Optic may require up to all of the fees to be paid up front.
• Downtime and Losses: You may experience downtime with your website with poor internet connectivity or if a third party breaks into or otherwise hacks your site. You may experience theft or loss of data. Your website may be attacked by a hacktivist. Optic is not responsible for any issues resulting in website downtime or data loss.
• Third Party Integration: Optic is not responsible for the accuracy of the integration of other third party applications and sites.
• Browser Support: Optic websites support the latest two versions of the following browsers: Firefox, Google Chrome and Safari. Optic makes no guarantees or commitments concerning the load time of the website on desktop and mobile versions on each of the browsers.
• Google Analytics and Google G4: You acknowledge that analytics data is provided by a third party, Google. Optic cannot be responsible for the accuracy or consistency of the analytics data provided.

7. Additional Website Development and Enhancement Services: In addition to the terms and conditions set forth herein, the following terms shall apply to additional website development and enhancement services:

• Services Provided Hourly: If you have not retained Optic to build your website, but have purchased Optic marketing services, Optic may recommend updating or creating enhancements to your website. Fees are charged based on the work that needs to be done and who is performing the work in accordance with Optic’s hourly rate schedule. Similarly, for any website updates, Optic will provide you with an estimate, and may require up to all of its fee up front.

8. SEO Services: In addition to the terms and conditions set forth herein, the following terms shall apply to SEO services:

• On-Page Optimization: Optic’s SEO services include metadata embedded in your website to optimize searches. If the Services are terminated Optic will remove all of the metadata from your website.
• Off-Page Optimization: Optic’s SEO services include off-page optimization. You understand that Optic’s strategies and methods are proprietary and Optic does not disclose any of the off-page optimization activities. Optic will not provide you with keywords lists and will not disclose any proprietary strategies.
• External Site Links: Optic’s SEO services include links to your website on other sites. If SEO services are terminated, links to your website from other pages may be removed.
• Plug-Ins: All plug-ins must be approved by Optic in its sole and absolute discretion. Optic may terminate use of any plug-in crafted for SEO purposes at any time in its sole and absolute discretion.
• No Guarantee: You understand that Optic cannot guarantee results or particular placement on any search engine.

9. Internet Marketing Services: In addition to the terms and conditions set forth herein, the following terms shall apply to marketing services:

• Current Website: Optic may be unable to use your current website to utilize the full breadth of the marketing services. If Optic does not build your website, Optic cannot be responsible for any issues experienced with your website.
• Coordination with Website Developers: If you are using Optic for marketing services, but are not using Optic as your website developer or hosting company, Optic will give you changes to your website to increase the effectiveness of your internet marketing. Optic cannot be responsible for errors or issues in connection with the work performed by your website developer or hosting company.
• Call Tracking: Optic may provide a call tracking number in connection with the marketing services. The number is owned by Optic. You understand that the calls are tracked and recorded to enable Optic to assess the effectiveness of the marketing services. Call tracking is provided by a third party vendor. There is no guarantee that call tracking will function properly. It is your responsibility to ensure that you provide a line with 24 hour service to properly monitor the calls received based on the marketing campaign. Provided that you have not breached the terms of this Agreement, upon termination of this Agreement and upon your written request, Optic will port the call tracking number to a service provider of your choice at your expense.

d. Paid Ads:

Pay Per Click: If you are integrating Pay Per Click Google Ads, Google Local Service Ads, Microsoft Ads, and Programmatic with marketing services, the following shall apply:

• • Proprietary Strategies: You understand that Optic’s strategies and methods, including keywords lists and the types of ads are proprietary and Optic does not disclose any of its strategies to its customers.
  • Budgets Vary: Optic budgets your Pay Per Click campaign based on data of historical campaigns and the ad platforms suggestions. Budgets, cost-per-impression, and cost-per-click, can vary from month to month, week to week or day to day, depending on the industry and marketing goals.
  • Accuracy of User Content: You understand that Optic writes ads, blogs and other marketing materials based on your User Content. Inaccurate User Content will adversely affect the results of the marketing services.
  • Modifications or Revisions: You understand that if you modify your website or services or products offered, you must notify Optic so that the ads may be revised.
  • No Guarantee: You understand that Optic cannot guarantee results or particular placement with Pay Per Click. You understand that there may be downtime on a Pay Per Click campaign caused by various factors outside of the control of Optic and that Optic is not responsible for downtime in a Pay Per Click campaign.

Facebook Ad Manager Access: If you are integrating Facebook Ads with marketing services, the following shall apply:

• • Proprietary Strategies: You understand that Optic’s strategies and methods, including keywords lists and the types of ads are proprietary and Optic does not disclose any of its strategies to its customers.
  • Budgets Vary: Optic budgets your Ad campaigns based on data of historical campaigns and the ad platforms suggestions. Budgets, cost-per-impression, and cost-per-click, can vary from month to month, week to week or day to day, depending on the industry and marketing goals.
  • Accuracy of User Content: You understand that Optic writes ads, blogs and other marketing materials based on your User Content. Inaccurate User Content will adversely affect the results of the marketing services.
  • Modifications or Revisions: You understand that if you modify your website or services or products offered, you must notify Optic so that the ads may be revised.
  • No Guarantee: You understand that Optic cannot guarantee results or particular placement with Facebook/Meta Ads. You understand that there may be downtime on a Facebook Ad/Meta campaign caused by various factors outside of the control of Optic and that Optic is not responsible for downtime in a Facebook/Meta Ad campaign.

Organic Social Media: If you are integrating social media with marketing services, you understand that it is your responsibility to obtain access to your profiles and to grant Optic access to the same. Optic will post and respond on your behalf. It is the policy of Optic to post and respond in a neutral manner.

Mass Media: All Mass Media Services (Billboard, Radio, T.V., Cable, OTT, CTV, Audio Everywhere, Bus Wraps and any out of home service) are non-cancelable and non-transferable in the marketing SOW. An agency of record form (AOR) will be required upfront to negotiate media on behalf of the client. A $500 fee will be charged for all mass media ballparks or get me a schedule request. The fee will be rolled into the final campaign amount. In the event you decide not to move forward, the $500 fee is non-refundable.

10. Coaching and Training Services: In addition to the terms and conditions set forth herein,the following terms shall apply to coaching and training services:

• Coaching and Training Services are offered: onsite, via video-conferencing platform or classroom-style training. If you have selected video-conferencing or classroom-style training, no minimum term is required and Customer may cancel services with 30 days written notice to Optic. All coaching and training services shall be paid by you to Optic in advance of the services.
• Onsite Monthly Coaching and Training Term: If you have subscribed to onsite periodic coaching and training services, a minimum term of 12 months will apply. In the event you wish to terminate onsite monthly coaching and training services prior to the end of the term, you must give Optic 30 days written notice to cancel and you agree to pay any unpaid balance of the onsite coaching and training services as set forth in Exhibit C.
• Onsite Monthly Coaching and Training Investment: You understand that the investment amount quoted by Optic includes the coaching and training time set forth in Exhibit C and coaching materials. You may request and/or Optic may recommend certain activities that may include additional expense, such as flipchart paper and activity specific items, all of which will be approved by you in advance before the expense is incurred by Optic. You also agree to pay the travel expenses, inclusive of airfare, hotel, rental car (or if your location is less than 180 miles from trainer, mileage reimbursement per the IRS guidelines if trainer utilizes his or her own vehicle) and per diem for the trainer. You agree to pay all onsite fees prior to the arrival of the coach/trainer and an expense retainer consisting of estimated costs; you agree to pay all remaining expense reimbursement charges within seven (7) business days of the receipt of the itemized expense invoice provided by Optic to the customer. If you overpaid expenses charges prior to the arrival of coach/trainer, Optic will refund the overpayment within ten (10) business days.
• Business Coaching and Training: Optic offers business coaching and training, and can be custom-designed based on your needs and goals, including: budget building assistance, process/procedure creation assistance, financial statement review and prescriptions, acquisition posturing and leadership. If business coaching is performed onsite, a minimum of two days per session is required.
• Customer Service Representative (CSR) Coaching: CSR coaching will be performed with groups of two to five CSRs. You and Optic agree that sessions will occur weekly, twice monthly, or monthly, depending on your selection. Unless otherwise agreed between Optic and Customer, groups of two to three CSRs will receive 60-minute coaching sessions; groups of four to five CSRs will receive 90-minute coaching sessions. CSR students must be enrolled and registered. Rotating of CSR students is prohibited without the written consent of Optic. CSR coaching will be based off of Customer’s actual calls and recordings as well as your Optic Dashboard report, if subscribed. Optic will provide a customer CSR scorecard for three to five calls per CSR per session.
• Sales Staff Training: Optic offers sales staff training as classroom training, one on one coaching, small group coaching, and onsite training inclusive of ride alongs if desired. Optic will assist your sales staff with creation of a sales book to track various contacts with customers, sales, referrals, and goals. If you have subscribed for periodic one on one coaching sessions, individual staff must be enrolled and registered; rotating one on one sales staff coaching is prohibited without the written consent of Optic.
• Technician Training: Optic offers technician training as classroom training, one on one coaching, small group coaching, and onsite training inclusive of ride alongs if desired. If you have subscribed for periodic one on one coaching sessions, individual staff must be enrolled and registered; rotating one on one technician coaching is prohibited without the written consent of Optic. The purpose of the technician training is to coach and guide the desired interaction between the technician and the customer; it does not include technical training on the actual service to be performed. You hereby agree to indemnify, defend and hold harmless Optic and its members, managers, employees and agents for, from and against any claims, loss, liability, damage, expenses, cost and damages, including any and all attorneys’ fees and costs incurred by Optic, arising out of your employee or agent’s negligence or intentional malfeasance in the performance of his or her duties.
• Technical Training: Optic may offer separately technical training available in certain industries.
• Cooperation Required: To maximize the effectiveness of coaching and training, you agree that you will dedicate time and provide materials relating specifically to your business operations, culture, feel and service goals as applicable to enable Optic to prepare a customer foundational script to drive service consistency among your CSRs, sales staff and/or technicians.
• No Employment Decisions: While Optic may offer a report of progress of its training and coaching efforts for your CSRs, sales staff and technical staff, you acknowledge and agree that Optic reports and feedback are not to be used for employment or continued employment decision-making. You hereby agree to indemnify, defend and hold harmless Optic and its members, managers, employees and agents for, from and against any claims, loss, liability, damage, expenses, cost and damages, including any and all attorneys’ fees and costs incurred by Optic, arising out of your employment relationship or termination thereof of any employee that has participated in Optic coaching or training sessions, or arising out of the termination of any independent contractor relationship of any of your agents that have participated in Optic coaching or training sessions.
• No Guarantee: You acknowledge that there are many variables that impact the success of coaching and training services. Variables that can influence success of training and coaching programs include, without limitation, business and/or employee follow through, implementation, communication, seasonality and marketplace trends. You understand and agree that Optic makes no guarantees as to any level of improvement to your business operations and does not warrant that training or coaching will positively impact business, management, CSR, staff or technician performance.

11. General Conditions. The following provisions shall apply to all Services:

• As Is: Your use of the Services is at your sole risk. The service is provided on an “as is” and “as available” basis.
• Technical Support: Technical support is only available via email. The technical support email address is info@opticmarketinggroup.com.
• Content: You authorize Optic to use, reuse, and to grant others the right to use and reuse, your User Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to the Services. You are solely responsible for your User Content.
• Third Party Vendors: You understand that Optic uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
• Contact Forms: You understand that Optic will receive a copy of any contact forms submitted through the Services by your customers in order to monitor the effectiveness of the Services.
• Call Tracking and Recording: You understand that call tracking lines track and record the phone calls occurring through the website. Callers will hear a recorded message that calls are recorded. It is your responsibility to know the laws of the state, and if your state requires that both parties know the call is being recorded, you agree to inform your employees that calls are recorded.
• Analytics Email, Google Ads, and all other ad accounts are Property of Optic: You understand and agree that the Google Ads and all other ad Accounts established by Optic are the property of Optic. You further acknowledge and agree that the email addresses associated with an analytics or any paid ad Ads account are the property of Optic.
• Aggregation of Data: You understand that Optic may aggregate geographical and statistical data and information to assess the effectiveness of your marketing campaigns and the marketing campaigns of other clients.
• Optic Reporting Dashboard: If your Services include the use of the Optic Reporting Dashboard, you understand that the Optic Reporting Dashboard integrates third party information and may not be accurate or consistent.
• Services Provided Determined on Availability: You understand that Optic will not initiate work until payment is received. When your payment is received, you will be added to the queue, and your work will commence when the customers ahead of you have been served. Optic makes no promises, representations or warranties as to when the Services will commence or launch.
• No Hacking: You must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services or any other Optic service.
• No Duplicating: You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Optic.
• Offensive User Content: You represent and warrant that your User Content (i) does not contain material that is obscene or harms minors in any way, including child pornography, or (ii) does not contain material that is racist, excessively violent, harassing or otherwise offensive or objectionable. Optic may, but has no obligation to, remove User Content and accounts containing User Content that Optic determines, in its sole and absolute discretion, are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
• Transmission of Services and User Content: You understand that the technical processing and transmission of the Services, including your User Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
• No Spam: You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
• No Viruses: You must not transmit any worms, viruses, adware, spyware or any malicious code of a destructive nature, or any code or file that may have the effect of compromising any security or access control feature of any of the Services.
• Optic Statements: Optic may post on the Services or through a link within the Services various statements of content, disclaimers or statements to the visitors and users of the Services concerning the content and access to and usage of the services and may modify such statements and disclaimers from time to time without prior notice to you. This includes a statement that Optic created and maintains your Services.
• No Warranty: Optic does not warrant that (i) the Services will meet your specific requirements, or are suitable or appropriate to meet any standards for describing or advertising a particular product or service offered by you, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, (v) any errors in the Services will be corrected; and (vi) any analytics data provided to you is accurate or consistent.
• Limitation of Liability: You expressly understand and agree that Optic shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Optic has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services. In no event shall Optic’s liability to you exceed the amount actually paid to Optic by you during the twelve (12) months immediately preceding the date of the claim, or $500, whichever is greater.
• DISCLAIMERS: OPTIC DISCLAIMS ALL WARRANTIES AND CONDITIONS CONCERNING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THE PROVISION OF OR THE FAILURE TO PROVIDE SERVICES. OPTIC DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE USER CONTENT.
• Force Majeure: In no event will Optic have liability or be deemed in breach thereof for any failure or delay of performance of any duration resulting in whole or part from any governmental action, fire, flood, insurrection, war, earthquake, power failure, network failure, riot, explosion, embargo, strikes, terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within Optic’s control. Your payment obligation will not be excused or reduced upon the occurrence of any such event.
• Your Representations and Warranties: You represent and warrant that: (i) you are entering into this Agreement for the sole purpose of advertising for your own products or services and not for any products or services offered or furnished by any third party; (ii) the User Content as well as any other advertising or materials you furnish to Optic that concerns or describes you or your product or service is true and accurate and complete, is not misleading by false statement or omission of fact, is not slanderous or defamatory to any other party directly, indirectly or by innuendo, and does not invade the right of privacy or other property rights of any other person; (iii) that you have made appropriate investigation and inquiry and that the User Content furnished by you for use in any Services is not subject to any third-party trademark or copyright claims, rights or protection and any and all approvals, consents, permission and or licenses to use or display the User Content have been duly obtained by you; (iv) that you have the right to use and publish any User Content that you furnish to Optic including but not limited to any name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other User Content and that such use complies with all applicable laws, license agreements and other obligations and the use of which does not impair or infringe on any rights of any third parties; (v) that you have made appropriate investigation and inquiry and that you are authorized to advertise and display the business, product or service described or contained in the User Content on the Services and that you are authorized to advertise and display the business, product or service described or contained in the User Content in conjunction with the other content of the Services and that by doing so you are not in violation of any law, rule or regulation or any particular rules, regulation or law that pertain to your particular industry, profession or services; and (vi) that you are not in violation of any laws, rules, regulations and/or licensing requirements that apply to your business, profession, goods or services by advertising on the Services. In some instances, Optic will furnish and publish content and images on the Services on your behalf. It is your sole responsibility to ensure all content and images published on your Services meet all the requirements outlined above. This releases Optic from any liabilities stemming from content or imagery on your Services. You agree to notify Optic immediately in writing at any time that you discover that any of the representations or warranties contained in these Terms and Conditions are not true and correct in all respects and/or if you receive notice or any communication from any third-party that claims directly or by implication that any of these representations or warranties contained in these Terms and Conditions are not true and correct in all respects.
• Indemnification: You hereby agree to indemnify, defend and hold Optic and its owners, members, managers, employees and agents harmless for, from and against all claims, loss, liability, damage, expenses, costs and damages, including any and all legal costs incurred by Optic and costs of defense of any lawsuit or litigation against Optic including but not limited to all attorneys’ fees and costs of litigation, arising out of your failure to perform this Agreement, or any breach by your of any representation or warranty set forth in this Agreement, or relating to any User Content posted on the Services and any User Content posted on social media.
• No Waiver: The failure of Optic to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitute the entire agreement between you and Optic and govern your use of the Services, superseding any prior agreements between you and Optic (including, but not limited to, any prior versions of the Terms and Conditions).

Miscellaneous:

• Governing Law and Venue: These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflicts of law, except to the extent those laws are preempted by federal law. The proper venue for any proceeding at law or in equity will be Hillsborough County, Florida, and the parties waive any right to object to the venue.
• Attorneys’ Fees: If any action is brought to recover any amount under this Agreement or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which will be fixed by the court, and will be made a part of any award of judgment rendered.
• Headings: Headings of this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meanings hereof.
• Severability: If any one or more of the provisions of this Agreement is held or found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
• Binding Upon Heirs: This Agreement will be binding upon the parties, their heirs, legal representatives, successors, and assigns.