Terms & Conditions
These Terms and Conditions (the "Terms") are a binding agreement between 19th Street Ventures, doing business as OpticCPG ("OpticCPG," "we," "us," or "our"), and the business entity that accesses or uses the Service ("Customer," "you," or "your").
PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 20, WHICH AFFECT HOW DISPUTES ARE RESOLVED. THEY ALSO INCLUDE IMPORTANT DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY IN SECTIONS 16 AND 17.
1. Acceptance of These Terms
By clicking "I agree" (or a similar control), creating an account, connecting a data source, or otherwise accessing or using the Site or the Service, you agree to these Terms. If you do not agree, do not access or use the Service.
If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "Customer" refers to that entity. The Service is offered solely for business use. You represent that you are at least 18 years old and are not accessing the Service for personal, family, or household purposes.
You consent to transact electronically and agree that your electronic acceptance has the same legal effect as a handwritten signature under the federal ESIGN Act and comparable state laws.
2. Definitions
"Automated Action" means a write action that the Service performs in a Connected Account on your behalf, as described in Section 7.
"Connected Account" means a third-party account or data source you authorize OpticCPG to access, including e-commerce platforms, advertising platforms, accounting systems, and financial accounts.
"Customer Data" means data, records, and content that you or your Authorized Users submit to the Service, or that OpticCPG retrieves from your Connected Accounts at your direction. Customer Data excludes Derived Data, Benchmark Data, Feedback, and Output.
"Derived Data" means data and information collected, derived, or generated by OpticCPG in the course of providing or operating the Service that has been aggregated, anonymized, and/or de-identified so that it does not identify you, your Authorized Users, your end customers, or any natural person.
"Benchmark Data" means comparative industry metrics, cohorts, indices, and analyses produced by OpticCPG from Derived Data, as described in Section 9.
"Output" means analytics, metrics, dashboards, scores, forecasts, findings, recommendations, explanations, and other results generated by the Service.
"Platform" means a third-party service underlying a Connected Account (for example, Shopify, Amazon, Google, Meta, TikTok, Intuit/QuickBooks, or Plaid).
"Service" means the OpticCPG platform, applications, APIs, dashboards, integrations, and related services, and the "Site" means our website at [WEBSITE URL].
3. The Service, Accounts, and Authorized Users
3.1 Access. Subject to these Terms, OpticCPG grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, solely for your internal business purposes.
3.2 Accounts. You must provide accurate registration information and keep it current. You are responsible for all activity under your account, for maintaining the confidentiality of credentials, and for the acts and omissions of your Authorized Users. Notify us promptly at [SECURITY EMAIL] of any suspected unauthorized access.
3.3 Authorized Users. You may permit your employees and contractors ("Authorized Users") to use the Service on your behalf. You are responsible for their compliance with these Terms. Accounts may not be shared or transferred.
3.4 Changes to the Service. We may modify, add, or discontinue features at any time. We will use commercially reasonable efforts to give notice of material adverse changes to a paid Service.
4. Free, Pilot, Design-Partner, and Beta Access
4.1 Free and pilot access. The Service, or portions of it, may be made available at no charge, on a pilot basis, or under a design-partner arrangement. Free, pilot, and design-partner access is provided at our discretion, may be limited or revoked at any time for any reason without notice or liability, and carries no service-level commitment, no support commitment, no warranty, and no indemnity.
4.2 Beta features. Features designated as beta, preview, early access, experimental, or similar ("Beta Features") are provided AS IS for evaluation only, are excluded from any warranty, service level, indemnity, and support obligation, may be changed or withdrawn at any time, and may not perform as documented. You use Beta Features at your own risk, and you should not rely on them for production decisions.
4.3 Effect on the liability cap. Sections 16 and 17 apply in full to free, pilot, design-partner, and Beta access. Where you have paid no fees, the cap in Section 17.3 is the fixed floor amount stated there.
5. Fees, Billing, and Renewal
5.1 Fees. Paid plans, if and when offered, will be described at the point of purchase or in a written order form or quote ("Order Form"). You authorize us and our payment processor to charge your designated payment method for all fees due, plus applicable taxes. Fees are quoted in U.S. dollars and, except as expressly stated in Section 5.5 or required by law, are non-refundable.
5.2 Automatic renewal. Unless the Order Form or checkout disclosure states otherwise, subscriptions renew automatically for successive periods equal to the then-current term at our then-current rates, until cancelled. You may cancel at any time before the start of the next renewal period through the account settings in the Service, or by emailing [BILLING EMAIL]. Cancellation stops the next renewal; it does not refund fees already paid or terminate the current period. We will provide any renewal reminders and cancellation mechanisms required by applicable law, and any conflicting term in these Terms is superseded to the extent required by that law.
5.3 Taxes. Fees exclude sales, use, VAT, GST, and similar taxes, which are your responsibility, other than taxes on our net income.
5.4 Late payment and suspension. Undisputed amounts more than [10] days past due may accrue interest at 1.5% per month (or the maximum permitted by law), and we may suspend the Service after notice. You reimburse reasonable costs of collection.
5.5 Price changes. We may change fees effective at the start of a renewal period on at least 30 days' notice. If you do not agree, cancel before that renewal.
5.6 Ad spend and third-party charges are not our fees. Amounts charged by any Platform — including advertising spend — are billed to you by that Platform and are not collected, held, disbursed, or refundable by OpticCPG. See Section 7.6.
6. Connected Accounts and Third-Party Platforms
6.1 Your authorizations and representations. For each Connected Account you connect, you represent and warrant on a continuing basis that:
(a) you own the account or are fully authorized by its owner to connect it and to grant the access and rights described here; (b) connecting the account and permitting OpticCPG to access, retrieve, store, and process its data does not violate the applicable Platform's terms, any law, or any agreement binding on you; (c) you have provided all notices and obtained all consents, permissions, and authorizations required under applicable privacy, data protection, financial privacy, and electronic communications laws — including from your own end customers whose personal information may appear in order, transaction, or similar records; and (d) you have the right to grant the licenses in Sections 8 and 9 with respect to that data.
6.2 Platform terms bind you. Your use of each Platform is governed by your own agreement with that Platform. You agree to comply with each Platform's terms and policies, and not to use the Service in a manner that would cause OpticCPG to violate them. Applicable Platform terms include those published by Shopify, Amazon, Google, Meta, TikTok, Intuit, and Plaid.
6.3 No Platform is a party; Platforms are not liable. No Platform is a party to these Terms. No Platform warrants, supports, or is responsible for the Service, and no Platform is liable for any fault in the Service or for any harm arising from its installation or use. Except where a Platform expressly states otherwise, no Platform will provide assistance with the installation or use of the Service. OpticCPG is solely responsible for the Service, including its development, marketing, support, and its access to, use of, and storage of data obtained from Platforms, and solely responsible for any liability arising from your access to or use of the Service.
6.4 Platform dependency and change. Platforms may change, throttle, deprecate, restrict, suspend, or revoke API access at any time, and may change their own data, definitions, or reporting. We may modify, degrade, suspend, or discontinue any integration or feature as a result, without liability and without refund, and such a change is not a breach of these Terms.
6.5 Accuracy of Platform data. Data retrieved from Platforms is provided to you substantially as received. We do not warrant the accuracy, completeness, timeliness, or availability of Platform data, and discrepancies between figures shown in the Service and a Platform's native reporting are not a defect in the Service. Differences may arise from attribution windows, timezone and currency handling, restatements by the Platform, sampling, deduplication, deletion of records, or API limitations.
6.6 Data freshness. Where performance data displayed in the Service is materially delayed relative to the source Platform, we will disclose the recency of that data in the Service. You should not treat any figure as real-time unless it is labeled as such.
6.7 Credentials and tokens. We store OAuth access and refresh tokens and related connection metadata. We do not request or store your passwords for Platform accounts. You may disconnect any Connected Account at any time in the Service, and we will honor any Platform-required disassociation request within the period that Platform requires. Disconnection may materially degrade or disable the Service and does not entitle you to a refund.
6.8 Platform-directed deletion. You acknowledge that a Platform may require deletion of data it supplied, at its discretion, and that we will comply with such a requirement without seeking your approval and without liability to you.
6.9 Financial account data. If you link a financial account, we use Plaid Inc. ("Plaid") to access account and transaction information. You authorize OpticCPG and Plaid to access, transmit, store, and use that information in accordance with our Privacy Policy and Plaid's End User Privacy Policy, available at https://plaid.com/legal/#end-user-privacy-policy. Credentials for linked financial accounts are provided directly to Plaid and are not received or stored by OpticCPG.
7. Automated Actions in Connected Accounts
7.1 Limited agency appointment. Where you enable Automated Actions, you appoint OpticCPG as your limited agent solely to access the applicable Connected Accounts and perform the specific Automated Actions you have enabled and configured in the Service. This appointment confers no authority beyond that purpose, creates no fiduciary, advisory, or agency relationship of any other kind, and is revocable by you at any time by disabling Automated Actions or disconnecting the Connected Account.
7.2 Enumerated scope. Automated Actions are limited to the following action types, and only where you have enabled them:
(a) pausing, resuming, or enabling campaigns, ad groups, ad sets, keywords, or ads; (b) adjusting budgets within the bounds you configure; (c) adjusting bids, bid strategies, or bid-strategy targets within the bounds you configure; and (d) any additional action type expressly presented to you in the Service and separately enabled by you.
We will not perform any other write action in a Connected Account.
7.3 Guardrails are your responsibility to set. Before enabling Automated Actions you must configure the available limits, including any maximum change per action and maximum aggregate change per period. We will operate within the limits you configure. You are responsible for choosing limits appropriate to your business, and for reviewing them as your spend changes.
7.4 Authorization modes and records. Automated Actions may operate in recommend-only mode, per-action approval mode, or standing-authorization mode. Where you grant a standing authorization, you agree that the record of that authorization maintained by the Service — including the authorizing user, timestamp, scope, and configured limits — is conclusive evidence of your authorization, absent manifest error.
7.5 Reversibility. Automated Actions may not be reversible. Where the Service offers a rollback or undo function, it restores prior configuration settings only. It does not restore advertising spend, historical performance, algorithmic learning state, auction position, delivery, account standing, or any other Platform-side condition.
7.6 You bear all advertising spend. You are solely responsible for all amounts charged by any Platform in connection with your Connected Accounts, including amounts resulting from Automated Actions. OpticCPG is not a party to your agreement with any Platform, does not hold or disburse advertising funds, and has no liability for advertising spend, overspend, underspend, foregone spend, or lost advertising performance.
7.7 Platform account risk. Changes made in a Connected Account may trigger Platform review, policy enforcement, restriction, or suspension. You remain responsible for compliance with each Platform's advertising and account policies, and we are not liable for any restriction, suspension, or termination of your Platform accounts.
7.8 Monitoring. You remain responsible for monitoring your Connected Accounts. You agree to review Automated Action logs and account performance on a reasonable cadence and to notify us promptly of any action you believe was unauthorized or erroneous. Claims relating to an Automated Action must be raised within [30] days of the action.
8. Customer Data
8.1 Ownership. As between the parties, you own and retain all right, title, and interest in and to Customer Data.
8.2 License to us. You grant OpticCPG a non-exclusive, worldwide, royalty-free, fully paid license to host, store, copy, transmit, display, process, analyze, and otherwise use Customer Data, and to grant sublicenses to our subprocessors solely for these purposes, in each case in order to: (a) provide, operate, secure, support, and improve the Service for you; (b) generate Output for you; (c) produce Derived Data and Benchmark Data as described in Section 9; and (d) comply with law.
8.3 Purpose limitation. We will use data retrieved from a Connected Account only to provide the Service to the Customer whose account it came from, to produce Derived Data and Benchmark Data as described in Section 9, and as otherwise permitted by these Terms, our Privacy Policy, and applicable Platform terms.
8.4 We do not sell your data. We do not sell, rent, license, or broker Customer Data, and we do not use it for advertising targeting or retargeting, for credit, lending, insurance, employment, housing, or other eligibility determinations, or for surveillance purposes.
8.5 Model training. We may use machine learning and artificial intelligence techniques on Customer Data to provide and improve the Service for you, and you instruct us to do so. We do not use Customer Data to train third-party foundation models, and where we transmit Customer Data or prompts to third-party model providers to generate Output, we do so under terms that prohibit that provider from using it to train its models. We will not use Customer Data derived from a given Platform to train pooled cross-customer models where that Platform's terms prohibit it.
8.6 Your responsibility for content. You are responsible for the accuracy, quality, legality, and right of use of Customer Data. We are not obligated to verify Customer Data and are not responsible for Output that is inaccurate because Customer Data was inaccurate, incomplete, or misconfigured.
9. Derived Data, Aggregated Data, and Benchmarks
9.1 Ownership of Derived Data. Derived Data and Benchmark Data are not Customer Data, are not your Confidential Information, and are owned exclusively by OpticCPG. We may use, retain, reproduce, disclose, and commercialize Derived Data and Benchmark Data for any lawful purpose, including operating, improving, and developing the Service, research, product development, and marketing.
9.2 Benchmarks. You agree that Customer Data may be incorporated, in de-identified and aggregated form, into Benchmark Data made available to other customers and to third parties. We will not publish or disclose Benchmark Data in a form that identifies you, your business, your Authorized Users, your end customers, or any natural person.
9.3 Aggregation floor. We will not present a benchmark cohort computed from fewer than [10] contributing businesses, and we will not present a cohort in which a single contributing business accounts for more than [25]% of the cohort's underlying volume for the metric shown.
9.4 De-identification commitments. We will maintain technical and organizational measures reasonably designed to prevent re-identification, we will not attempt to re-identify de-identified data except as permitted by law to test the effectiveness of our de-identification processes, and we will contractually obligate recipients of Derived Data to the same restrictions.
9.5 Source scoping. Certain Platforms restrict the use of their data for cross-customer benchmarking, aggregation, or model training. We will exclude data from any such Platform from Benchmark Data and from pooled model training unless and until that Platform authorizes it in writing or you obtain the required authorization. Benchmark coverage therefore varies by metric and by data source.
9.6 Consent to disclosure of account-specific data. Where a Platform requires your consent before we disclose or transfer data specific to your account with that Platform, you consent to such disclosure solely to the extent necessary to provide the Service to you and to produce Derived Data and Benchmark Data as described in this Section 9. You may withdraw this consent by contacting us at [SUPPORT EMAIL], in which case affected features may become unavailable.
9.7 Survival. Derived Data and Benchmark Data survive termination of these Terms and are not subject to any return or deletion obligation.
10. Output, AI, and No Guarantee of Results
10.1 Nature of Output. The Service uses deterministic calculations together with artificial intelligence and machine learning models, including third-party large language models, to produce Output. Output is probabilistic, is derived from data of varying quality supplied by you and by third-party Platforms, and may be inaccurate, incomplete, out of date, internally inconsistent, or wrong.
10.2 Decision support only; human review required. Output is decision support, not instruction. You are solely responsible for reviewing Output before relying on it and for any decision made, or action taken or not taken, in reliance on it — including any decision with financial, contractual, tax, employment, or legal consequences. You must not use Output as the sole basis for any automated decision producing legal or similarly significant effects concerning a natural person.
10.3 No professional advice. OpticCPG is not a financial adviser, investment adviser, broker, accountant, auditor, tax adviser, attorney, or fiduciary, and does not provide financial, investment, accounting, tax, audit, legal, or regulatory advice. Output — including forecasts, cash-flow projections, valuation or multiple references, contribution-margin calculations, and benchmark comparisons — is informational only. Consult qualified professionals before acting.
10.4 Benchmarks are estimates. Benchmark Data is derived from de-identified data contributed by a self-selected set of businesses. It is not audited, not statistically representative of any market, industry, or peer set, and not a prediction of your results.
10.5 No performance guarantee. Marketing and business performance depend on many factors outside our control, including your products, pricing, creative, operations, competitors, and the policies and algorithms of third-party Platforms. OpticCPG makes no representation, warranty, or guarantee of any particular result, including any increase in revenue, return on ad spend, or contribution margin, or any reduction in customer acquisition cost or wasted spend. Any performance figures, case studies, benchmarks, projections, or examples provided by us or appearing on the Site are illustrative estimates only, are not a prediction of your results, and do not form part of these Terms.
10.6 Rights in Output. Subject to your payment obligations and to our ownership of the Service and all underlying technology, models, methodologies, prompts, finding types, and data structures, we grant you a non-exclusive, worldwide license to use Output for your internal business purposes. You acknowledge that Output generated for other customers may be similar or identical to Output generated for you, and that we may generate, use, and provide such Output to others.
11. Acceptable Use
You will not, and will not permit any Authorized User or third party to:
(a) reverse engineer, decompile, disassemble, or attempt to derive the source code, model weights, prompts, algorithms, thresholds, or underlying methodology of the Service, except to the extent this restriction is unenforceable under applicable law; (b) access or use the Service to build, train, fine-tune, evaluate, or improve a competing product, model, or service, or use Output for that purpose; (c) access the Service if you are, or are acting on behalf of, a competitor of OpticCPG, or for competitive benchmarking, monitoring, or intelligence purposes; (d) resell, sublicense, rent, lease, distribute, or make the Service available on a service-bureau or timesharing basis, or share access with anyone other than an Authorized User; (e) scrape, crawl, harvest, or use automated means to extract data from the Service other than through documented APIs, or circumvent usage limits, rate limits, entitlements, or security controls; (f) upload malicious code, interfere with or disrupt the Service, or attempt to gain unauthorized access to it or to another customer's data; (g) submit data you lack the right to submit, or personal information beyond what the Service is designed to receive, including government identifiers, payment card numbers, health information, or biometric data; (h) re-identify, de-anonymize, or reverse-engineer any de-identified or aggregated data made available through the Service, including Benchmark Data; (i) use the Service for any unlawful, infringing, deceptive, or harmful purpose, or in violation of any Platform's terms; or (j) misrepresent the Service or its Output, including by presenting Output as audited, verified, or guaranteed.
We may investigate suspected violations and may suspend access under Section 15.
12. Intellectual Property and Feedback
12.1 Our IP. OpticCPG and its licensors own all right, title, and interest in and to the Service, the Site, the underlying software, models, methodologies, benchmarks, documentation, and all improvements, enhancements, and modifications, together with all associated intellectual property rights. No rights are granted except as expressly set out in these Terms.
12.2 Feedback. If you provide suggestions, ideas, or other feedback about the Service ("Feedback"), you grant OpticCPG a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, and exploit that Feedback for any purpose, without attribution or compensation. Feedback is not your Confidential Information.
12.3 Usage data. We may collect and use technical and usage information about how the Service is accessed and used to operate, secure, support, and improve it.
12.4 Publicity. We will not use your name or logo in marketing materials without your prior consent, which you may grant or withdraw by written notice to [SUPPORT EMAIL]. We may identify you as a customer in confidential investor and lender communications.
13. Confidentiality
Each party may disclose confidential information to the other. The receiving party will use at least reasonable care to protect it, will use it only to perform under these Terms, and will disclose it only to personnel and advisers with a need to know who are bound by comparable obligations. These duties do not apply to information that is or becomes public without breach, was rightfully known without duty of confidence, is rightfully received from a third party, or is independently developed. A party may disclose confidential information as required by law, giving reasonable prior notice where legally permitted. Our confidential information includes the Service, non-public features, pricing, and Benchmark methodology. Derived Data and Benchmark Data are not your confidential information.
14. Privacy and Security
14.1 Privacy Policy. Our handling of personal information is described in our Privacy Policy at [PRIVACY POLICY URL], which is incorporated into these Terms.
14.2 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, access controls, tenant isolation, and secured token storage. No system is completely secure and we do not guarantee that Customer Data will not be accessed or altered without authorization.
14.3 Your controls. You are responsible for configuring the Service appropriately, managing user access and offboarding, and securing the devices and networks you use.
14.4 Subprocessors. We use subprocessors, including cloud hosting, identity, payment, data-connectivity, analytics, and AI model providers, each bound to confidentiality and data-protection obligations. We may add or change subprocessors and will maintain a current list at [SUBPROCESSOR URL].
14.5 Data processing terms. Where required by applicable law, our Data Processing Addendum at [DPA URL] applies and is incorporated by reference.
15. Term, Suspension, Termination, and Deletion
15.1 Term. These Terms apply from your first access to the Service and continue until terminated.
15.2 Termination by you. You may terminate at any time by cancelling your subscription and ceasing use. Termination does not entitle you to a refund of prepaid fees except as expressly stated.
15.3 Termination by us. We may terminate these Terms or your access (a) for convenience, on 30 days' notice for a paid subscription, or at any time without notice for free, pilot, design-partner, or Beta access; or (b) immediately for your material breach.
15.4 Suspension. We may suspend or restrict access immediately, with or without notice, if we reasonably believe there is a security risk, suspected fraud or unlawful activity, a violation of Section 11, a risk to the Service or to other customers, a Platform requirement, or non-payment after notice and a reasonable opportunity to cure.
15.5 Effect of termination. All rights granted to you cease. You must stop using the Service. Fees accrued before termination remain payable.
15.6 Export and deletion. You may export available Customer Data through the Service at any time while your account is active. On request made within 30 days after termination, we will make a commercially reasonable export available to you. After that period, or on disconnection of a Connected Account, uninstallation, or receipt of an enforceable deletion request from you, an end customer, or a Platform, we will delete or de-identify the affected data within 30 days, subject to routine backup cycles, legal holds, and retention required or permitted by law. Derived Data and Benchmark Data are not subject to return or deletion.
15.7 Survival. Sections 2, 5 (as to accrued fees), 6.3, 7.5–7.8, 8.1, 9, 10, 11, 12, 13, 15.5–15.7, and 16 through 21 survive termination.
16. Disclaimers
16.1 THE SERVICE, THE SITE, ALL OUTPUT, ALL BENCHMARK DATA, AND ALL BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
16.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTICCPG AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
16.3 WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ANY OUTPUT, METRIC, FORECAST, BENCHMARK, FINDING, OR RECOMMENDATION WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR CONSISTENT WITH ANY PLATFORM'S OWN REPORTING. NO UPTIME OR SERVICE LEVEL IS PROMISED UNLESS SET OUT IN A WRITTEN ORDER FORM SIGNED BY US.
16.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OPTICCPG OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions apply to the fullest extent permitted.
17. Limitation of Liability
17.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR WASTED ADVERTISING SPEND, EXCESS OR FOREGONE ADVERTISING SPEND, LOST ADVERTISING PERFORMANCE OR LEARNING STATE, LOSS OF PLATFORM ACCOUNT STANDING, LOST SALES OR GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
17.2 AUTOMATED ACTIONS. FOR THE AVOIDANCE OF DOUBT, THE EXCLUSIONS IN SECTION 17.1 AND THE CAP IN SECTION 17.3 APPLY TO ALL CLAIMS ARISING FROM OR RELATING TO AUTOMATED ACTIONS, OUTPUT, RECOMMENDATIONS, BENCHMARK DATA, AND ANY DECISION MADE IN RELIANCE ON THEM.
17.3 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTICCPG'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO OPTICCPG FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
17.4 EXCLUSIONS FROM THE CAP. The cap in Section 17.3 does not apply to your payment obligations, your indemnification obligations under Section 18.2, your breach of Section 11, or either party's fraud, gross negligence, or willful misconduct.
17.5 ESSENTIAL BASIS. The parties agree that the limitations in Sections 16 and 17 are an essential basis of the bargain, reflect an agreed allocation of risk, and apply even if a limited remedy fails of its essential purpose.
17.6 TIME LIMIT. Except for claims for unpaid fees, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by law.
Some jurisdictions do not allow certain limitations; in those jurisdictions liability is limited to the greatest extent permitted.
18. Indemnification
18.1 By OpticCPG. We will defend you against a third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts in a settlement we approve. This obligation does not apply to claims arising from: Customer Data or data from Connected Accounts; Output; Benchmark Data; combination of the Service with anything not provided by us; modification of the Service by anyone other than us; use in violation of these Terms or applicable law; free, pilot, design-partner, or Beta access; or your continued use after we notify you to stop. If the Service becomes, or we believe it may become, subject to such a claim, we may procure the right to continue, modify or replace it, or terminate the affected Service and refund prepaid unused fees. This Section 18.1 states our entire liability and your exclusive remedy for intellectual property infringement.
18.2 By you. You will defend, indemnify, and hold harmless OpticCPG and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, fines, penalties, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data or any data from a Connected Account, including any claim that its collection, use, or disclosure violates law or a third party's rights; (b) your breach of the representations in Section 6.1 or of any Platform's terms; (c) claims brought by your end customers, including privacy, consumer-protection, or advertising claims; (d) Automated Actions performed within the scope you enabled and configured, and any Platform charges, spend, restriction, or suspension resulting from them; (e) your use of Output, including any decision you make in reliance on it and any claim that your marketing, pricing, or public statements based on Output were false or misleading; and (f) your breach of these Terms or violation of applicable law.
18.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement admits liability or imposes a non-monetary obligation on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.
19. Compliance, Export, and Sanctions
You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list. You will comply with all applicable export control, sanctions, anti-corruption, and anti-money-laundering laws and will not make the Service available in violation of them.
20. Dispute Resolution, Arbitration, and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
20.1 Informal resolution first. Before starting an arbitration or a lawsuit, the party raising the dispute must send a written Notice of Dispute to the other, describing the dispute and the relief sought — to us at [LEGAL EMAIL] and to you at your account email. The parties will negotiate in good faith for 60 days. This period is a condition precedent to commencing arbitration, and any applicable limitation period is tolled during it.
20.2 Agreement to arbitrate. If the dispute is not resolved, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Service, or the relationship between the parties — whether in contract, tort, statute, or otherwise, and whether arising before, during, or after termination — will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
20.3 Delegation. The arbitrator has exclusive authority to resolve all issues of arbitrability, including the formation, scope, applicability, interpretation, enforceability, and unconscionability of this Section — except that a court has exclusive authority to decide the enforceability of the class action waiver in Section 20.5.
20.4 Procedure. Arbitration will be conducted by a single arbitrator, seated in [CITY, STATE], and may proceed by documents, telephone, or videoconference unless the arbitrator orders an in-person hearing. The arbitrator may award any relief a court could award to that individual party, and may not award relief to or against anyone who is not a party. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except where a statute or the arbitrator's award provides otherwise.
20.5 Class action waiver. THE PARTIES MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or preside over any form of representative or class proceeding. If this Section 20.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and litigated in court under Section 21.1, and the remainder will proceed in arbitration.
20.6 Mass arbitration protocol. If 25 or more similar demands for arbitration are filed against us by or with the assistance of the same or coordinated counsel, the parties agree that AAA's Mass Arbitration Supplementary Rules apply and that the demands will be resolved in staged batches of no more than 50, each batch heard by a single arbitrator, with the parties applying the outcomes of the initial bellwether batches to attempt global resolution before further batches proceed. Limitation periods for unfiled batches are tolled while this protocol runs.
20.7 Right to opt out. You may opt out of this Section 20 by sending written notice to [LEGAL EMAIL] within 30 days of first accepting these Terms, stating your name, account email, and intent to opt out. Opting out does not affect any other provision, including the jury trial and class waivers in Sections 20.5 and 21.2.
20.8 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information, without waiving this Section.
20.9 Survival. This Section survives termination of these Terms and closure of your account.
21. General
21.1 Governing law and forum. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [Wilmington, Delaware].
21.2 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
21.3 Changes to these Terms. We may change these Terms. For material changes, we will give at least 30 days' advance notice by email to your account address or by a prominent in-Service notice, and will update the "Last updated" date. Changes take effect at the end of the notice period and apply prospectively only. If you do not agree, you must stop using the Service and may terminate before the changes take effect; continued use after that date constitutes acceptance. Changes to Section 20 will not apply to any dispute for which a Notice of Dispute was already delivered.
21.4 Order of precedence. If there is a conflict, the following order controls: (1) a signed Order Form; (2) the Data Processing Addendum; (3) these Terms; (4) any acceptable use or product-specific policy incorporated by reference; (5) documentation.
21.5 Entire agreement. These Terms, together with the documents referenced in Section 21.4 and our Privacy Policy, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, statements, demonstrations, decks, marketing materials, and understandings. No statement made in a sales presentation, marketing material, case study, or benchmark is part of these Terms. Any purchase-order or vendor terms you issue are void and of no effect.
21.6 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of OpticCPG. We may assign freely. Any prohibited assignment is void.
21.7 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, epidemic, government action, internet or utility failure, cyberattack, or a third-party Platform's failure or change. Payment obligations are not excused.
21.8 Independent contractors. The parties are independent contractors. Except as expressly stated in Section 7.1, nothing creates a partnership, joint venture, franchise, employment, or agency relationship.
21.9 No third-party beneficiaries. Except as stated in Section 6.3, these Terms confer no rights on any third party.
21.10 Notices. We may give notice by email to your account address or by posting in the Service; notice is effective when sent or posted. You must give notice to [LEGAL EMAIL] and, where a signed Order Form requires, by certified mail to the address in Section 22.
21.11 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver.
21.12 Government users. The Service is "commercial computer software" and is provided with only those rights granted to all other users under these Terms.
21.13 Headings. Headings are for convenience only and do not affect interpretation.
22. Contact
19th Street Ventures, d/b/a OpticCPG