Optdel Terms and Conditions

Acceptance of Terms and Conditions

Each time you access and/or use sites or services ("Services" or "Platform") of Optdel LLC ("Optdel", "we", "us", or "ours"), you agree to be bound by these Terms and Conditions ("Agreement" or "Terms"). This Agreement applies to all Optdel Services regardless of the domain name, IP address, website, or application through which the Services are accessed.

We may change the terms of this Agreement at any time without notice. By continuing to use any Optdel Services after we post any changes, you accept the Agreement as modified. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE CANCEL THE SERVICES IMMEDIATELY BY CALLING OPTDEL AT (816) 343-4458.

Optdel Subscription Services and License Agreement

1. Our Services: Optdel Services are protected by copyright, trademark, and other United States and foreign laws. These Terms and Conditions do not grant you any right, title or interest in the Services, others' content in the Services, Optdel trademarks, logos and other brand features.

2. Relationship: The performance of Optdel of its duties and obligations under this Agreement will be that of an independent contractor. Nothing in the Agreement will create or imply an agency relationship between Optdel and you, nor will the Agreement be deemed to constitute a joint venture or partnership between Optdel and you.

3. Fees and Payments: You agree to pay the amounts indicated for the plan you select as specified on a Service Agreement, Order Form, or Invoice provided by Optdel and incorporated herein by reference. Full payment of the stated rate, plus applicable taxes, is due within 30-days of placing your order unless otherwise indicated on the Service Agreement, Order Form, or Invoice. Annual fees are paid in advance, due on the anniversary of contract signing, and non-refundable. We will automatically charge you the then-current rate for your plan, plus applicable taxes, every year upon renewal until you cancel. We may change your plan’s rate each annual renewal term, and we will notify you of any rate change with the option to cancel. You can cancel your subscription anytime by contacting Customer Support. You agree to pay all collection fees (including attorney fees) in connection with collection of any past due amounts from you.

4. Taxes: You will be responsible for all applicable taxes, however designated, incurred in connection with this Agreement, including but not limited to federal, state, or local sales or use taxes, excises, and other taxes which may now or hereafter be levied on the Services provided on the Platform or on payments made under this Agreement ("Taxes"). If at any time Optdel or a taxing authority determines that Optdel is required to pay any Taxes not previously collected from you, you will promptly submit such Taxes (including applicable penalties and interest, if any) to Optdel (or if applicable to the taxing authority) within twenty-five (25) days of receipt of notice. You hereby indemnify and agree to defend and hold Optdel harmless from any claim by a taxing authority for any Taxes, penalties, or interest.

5. Additional Services: You may contract with Optdel for additional consulting, setup, programming, and training services. Optdel will invoice you for the additional services and you agree to pay all invoices within 30 days.

6. License: This Agreement is not a sale of the Citiform System and its associated applications and modules (the Proprietary System). Upon your subscription, Optdel agrees to provide you with a revocable, non-transferable and non-exclusive account to access the Citiform System; and grants you a revocable, non-sub licensable, non-transferable and non-exclusive right to use the Citiform System during the period of this agreement. The Citiform System is proprietary to Optdel, and protected by intellectual property laws and international intellectual property treaties. You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Proprietary System available in any way to any person other than your employees; modify or make derivative works based upon the Proprietary System; create Internet links to the Proprietary System or mirror any functionality on any other server or wireless or Internet-based device; or reverse engineer or access the Proprietary System in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Proprietary System, or (c) copy any ideas, features, functions or graphics of the Proprietary System. Your access to, and use of the Citiform System is licensed and not sold. Cancellation of your annual agreement with Optdel LLC will result in the immediate termination of your Citiform System license as described above.

7. Term: This Agreement shall take effect immediately upon processing of your initial order and shall continue in effect so long as you comply with all terms of use and pay all applicable hosting, customer service, upgrade and/or other fees in accordance with the payment terms.

8. Termination of License: Either party may terminate this Agreement for convenience at any time upon sixty (60) days' notice to the other party. All fees are non-refundable. In the event that Optdel terminates the Agreement for convenience, following the sixty (60) day notice period, Optdel shall cease to charge ongoing fees to you and shall refund a pro rata portion of any prepaid fees. Notwithstanding anything to the contrary, if you violate any of our terms, we may immediately terminate your access without notice or warning. If you violate our terms you will not be entitled to a refund of any kind. Upon termination of this Agreement, all rights to the Service terminate immediately. All fees and charges due under the Agreement for the remainder of the term of the Agreement shall become immediately due and payable in full as a cancellation fee. The term of the License ends with the termination of this Agreement for any reason. Upon termination of the License, all customer data on Optdel servers will be deleted. It is your responsibility to preserve all data prior to termination.

9. Your Content: You grant Optdel all necessary rights and licenses in and to your Content as necessary for Optdel to provide the Services under this Agreement, which includes, without limitation, the processing and delivery of any and all email or other digital messages. You represent and warrant that none of your Content violates this Agreement, applicable law or the Policies and that you have all necessary right, title, interest, and consent necessary to allow Optdel to use your Content to provide the Services. As between you and Optdel, you retain all rights and all responsibilities in and to your Content and do not convey any interest or responsibility to Optdel other than as provided in this Agreement and in the Privacy Policy. You assume full responsibility for content maintenance and content administration. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all content. You agree not to collect sensitive personal information through the Citiform Platform. Sensitive information includes but is not limited to, social security numbers, medical records, medical information, and passwords. You may not store, distribute, or transmit any malware or other material that you know, or have reasonable grounds to believe, is libelous, offensive, infringing, harassing, harmful, disruptive or abusive. You will maintain an adequate backup of all your Content. Optdel will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or backup any of your Content. Optdel may take remedial action (such as deleting your Content) if any of your Content violates this Agreement or the Policies. However, Optdel is under no obligation to review any of your Content for accuracy, completeness, or potential liability.

10. Providing Feedback and Suggestions: We welcome your feedback. You agree that we may freely use and/or freely incorporate any ideas, notes, comments, or suggestions you submit (collectively, "Feedback") for any purpose in our current Services and software and/or any future services or software. Furthermore, you agree that you are voluntarily submitting Feedback and that you disclaim all rights and ownership of the Feedback. Furthermore, you understand that Optdel may freely use the Feedback, without any obligation to you and that Optdel owes you nothing and has no obligation to you.

11. Your Responsibility for Account Security: You agree to only access your account from a computer with an up-to-date operating system and up-to-date anti-virus software. You agree not to access your account over a public WIFI network or any other network that might be insecure. You will not share your password with anyone for any reason. You also agree that the password you use for Optdel services is not used for any other application or website and is unique to Optdel services. You acknowledge that Optdel's minimum password standards are a bare minimum and that Optdel strongly encourages you to have a password that is at least 20 characters long containing a combination of lower and upper case letters, numbers, and special characters. You also agree not to use any password that is easily guessed or contains common words or phrases. Optdel will never, under any circumstances, ask for your password via phone, email or any other medium. If you receive an email requesting account information you agree to immediately forward it to Optdel. If you notice suspicious activity on your account you must notify Optdel immediately.

12. Service Availability: You agree and acknowledge that Optdel is entitled, without any liability or advanced notice, to suspend access to any or all of the Services at any time including but not limited to any of the following reasons: (i) to perform scheduled or unscheduled maintenance, modifications, or upgrades; (ii) due to hardware failures, power outages, failures of any third-party provider, or any other interruptions of any kind; (iii) due to any programming errors of any kind or defects in programming code or database code (iv)) to mitigate the effects of or to prevent any attack or threat to the Platform or any other network or system on which the Platform rely on; or (v) as necessary in Optdel's sole discretion because of the Platform or your use of the Platform may violate a law or regulation, or as might be required for other legal or regulatory reasons. Optdel has no obligation to share or otherwise provide you notice of the cause of the downtime. Optdel will have no liability for any damages, loses (including loss of data or profits), or any other consequences incurred as a result of any downtime for any reason.

13. Disclaimer: SERVICES ARE PROVIDED BY OPTDEL ON AN “AS IS” AND “AS AVAILABLE” BASIS. OPTDEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION AND FUNCTIONALITY OF SERVICES OR THE CONTENT, INFORMATION, MATERIAL ON SERVICES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OPTDEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OPTDEL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY INFORMATION OR PROGRAM OFFERED THROUGH SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF OUR SERVICES, THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

14. Limitation of Liability: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL OPTDEL OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, CONTRACTORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE OPTDEL SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF OPTDEL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT WILL OPTDEL BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE US DOLLAR. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THIS AGREEMENT.

15. Force Majeure: No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of government, act of public enemy, or other cause beyond its control.

16. General Terms: If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of this Agreement shall remain in full force and effect. The failure of Optdel to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Optdel rights with respect to such breach or any subsequent breaches.