12-Month Terms of Service

Updated 10-1-2024

Terms of Agreement

I authorize Optimize Social Media, Inc. dba Optimize Digital Marketing (referred to here as Optimize) to initiate debit entries to the account indicated at the BANK or CREDIT UNION or from the DEBIT/CREDIT card given to my sales or service representative at Optimize. I acknowledge that the debit entries must comply with the United States law. I authorize Optimize to bill all recurring fees automatically.

I am committing to 12 months of continuous service with Optimize. The terms of the 12 months of service will begin once all pages are claimed and posting/services start. At the end of the 12-month term, the contract will convert to a month-to-month subscription basis and Optimize will continue to bill all recurring fees on a monthly basis, automatically. If I want to cancel services, I must submit a written notice to Optimize, 30 days prior to my next payment date. If for any reason the 12-month term is not satisfied, I will be responsible for any unpaid monies, which will be due to Optimize for the remainder of the 12-month term. If I require an explanation of services and/or strategy, Optimize will work to accommodate these requests expeditiously, and to the best of their ability to ensure customer satisfaction.

If I have selected a Photo Shoot, I understand the photo package will include up to a two-hour photo shoot, which will be taken on-site or in the local community, by a photographer sourced by Optimize. For multi-location shops/stores, additional photo packages will be available (for locations 2 or more) at an additional cost. Optimize reserves the right to re-use these images, however, I will also have access to the photos to retain them for future use.

I understand that I am responsible for making all payments and I am agreeing to the terms of this agreement. Due to the amount of time it requires to develop and set up/establish a business’s platform, I agree that all fees paid are non-refundable. This authorization is effective until terminated by Optimize or the customer/user acknowledging these terms.

Terms of Service

These Terms of Service (the “Terms”) are entered into between the customer (“Customer” or “User”) indicated in the Terms of Service Agreement for services (“Services”) and Optimize Digital Marketing (Optimize) (referred to as “we,” “us” or “our” and Customer may also be referred to in these Terms as “you” or “your”). References to Customer includes Customer’s employees, contractors, and authorized users.

To use or receive Services or upgrade to any Service, you must agree to these Terms by indicating your agreement via click-through acceptance or by executing an order for such Service or upgrade (whether online or in electronic copy, the “Terms of Service Agreement”). By agreeing to these Terms, you represent that you have the authority to bind the company you represent.

The Terms comprise two components: (1) the General Terms of Service, and (2) the terms specific to a particular Service, as outlined in the Service Specific Addendum attached hereto and incorporated by reference herein. In the event of any conflict between the Terms of Service Agreement, these General Terms, or the Service Specific Addendum, the parties agree that, solely to the extent of such conflict, the order of precedence will be the Terms of Service Agreement, followed by the Service Specific Terms, and then these General Terms. Whenever the term "including" is used in these General Terms, it is understood to mean including without limitation.

1. Services.

Optimize will provide the Services indicated in the Terms of Service Agreement according to the description in the Terms of Service Agreement. You acknowledge that our ability to provide the Services depends on your full and timely cooperation with us, which you agree to provide. You will provide us with access to and use of all information, data, and documentation that we reasonably require. If requested, you will provide accurate and complete contact information and promptly inform us of any changes to your contact information. From time to time, Optimize may make changes to the Services and reserve the right to modify, features, or components thereof, or our delivery method.
Manufacturer, Parts, and Service Provider (MPS) Programs. Occasionally, manufacturers, parts, and service providers (MPS) may offer programs to their authorized dealers. These programs may include services that we provide to certified dealers either free of charge or at a discounted rate, as outlined in the Terms of Service Agreement. If you are a certified dealer associated with an MPS, and you qualify for an MPS program, you acknowledge that the program is administered by the MPS. The MPS determines the services offered, eligible dealers, service duration, and any other program rules or requirements. The MPS reserves the right to alter, amend, or terminate the program at its discretion. Dealers may be required by the MPS to agree to separate terms and conditions governing the program or otherwise comply with the use of such services. We bear no responsibility for the MPS program or the content/materials provided by the MPS. In instances where MPS program services are provided to you at no cost, we do not offer any representations, warranties, or indemnities regarding such services. They are provided to you "as is" and "with all faults."

2. Usage Restrictions.

Apart from your authorized employees or contractors whom you permit to access and use the Services on your behalf (each an "Authorized User"), you shall not allow any third party to access or use the Services, software, technology, or any other materials provided to you unless expressly permitted in these Terms. Furthermore, you and your users shall refrain from: (a) copying, altering, or generating derivative works or enhancements of the Services; (b) renting, leasing, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise providing any Services, Third Party Data (as defined in Section 3), or any software or materials to any third party, except as explicitly authorized in these Terms; (c) attempting to reverse engineer, disassemble, decompile, decode, adapt, or gain access to any part of the Services without our authorization; (d) circumventing or breaching any security mechanism used by the Services or accessing or using the Services other than by an authorized user with valid access credentials; (e) submitting, uploading, transmitting, or providing any unlawful or harmful information or materials through the Services; (f) causing damage, disruption, impairment, or interference with the Services or their provision; (g) removing, altering, or obscuring any of our trademarks from the Services; (h) using the Services in any manner that infringes upon intellectual property rights, data privacy rights, or other rights of any third party, or violates any applicable laws; or (i) using the Services for developing a competing product or service. You shall not use the Services for any purpose that is or could be considered obscene, threatening, abusive, defamatory, or encouraging criminal behavior.

3. Data Terms.

Definitions. In the context of these Terms: (i) “Customer Data” refers to the information we handle on your behalf, any lead information obtained from the Services, and information designated as Customer Data in the Service Specific Terms; (ii) “Customer Content” encompasses any text, creative assets, marketing materials, or similar content you furnish to us for use in connection with the Services; (iii) “Third Party Data” denotes data received by either party from third parties for incorporation into or utilization with the Services; (iv) “Our Data” encompasses information we gather regarding your usage of the Services, the operation or features of the Services, statistical data, or information provided to you as part of the Services (including data utilized or provided to enhance any Third Party Data or Customer Data); and (v) “Consumer Data” encompasses any information collected through the Services by you or by us on your behalf, pertaining to a consumer.
Data Rights. You grant us a limited, non-exclusive right to access, copy, transmit, download, display, publish, modify, create derivatives of, and otherwise reproduce Customer Data, Consumer Data, and Customer Content as needed to provide, support, and enhance the Services. Regarding Our Data, we grant you a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access, copy, transmit, download, display, and reproduce it solely as necessary to use the Services during the Term and for no other purpose. Disclosure of Our Data to third parties is prohibited unless explicitly authorized by us.

You acknowledge and consent to our sharing of Our Data, which may include information identifying your business and users, with third parties with whom we have contractual relationships (such as original equipment manufacturers, distributors, and their authorized contractors or agents). You agree to inform us if you are no longer an authorized dealer for any manufacturer.

We reserve the right to collect, aggregate, and analyze Customer Data and Consumer Data that is generated, stored, or transmitted through our systems to provide analytics, consulting, and educational services to our Customers. Furthermore, we reserve the right to collect, aggregate, anonymize, and utilize such data for any lawful purpose.
Client Obligations. You are solely responsible for all Client Data, Consumer Data, and Client Content. You represent and warrant that:
(i) Client Data, Consumer Data, and Client Content will not:
(1) infringe on any third-party intellectual property rights, including but not limited to patents, trademarks, copyrights, or trade secrets;
(2) violate any other third-party rights, including those under contract or tort law.
(ii) You will comply with all applicable local, state, national, and international laws, regulations, and treaties in relation to the collection, processing, storage, and sharing of Client Data

You must notify us if a consumer opts out of the sale of their personal information. Additionally, you are responsible for promptly informing us of any actual or suspected information security breaches, including compromised user accounts used for integrations or secure file transfers.

We may require a signed agreement before exporting any Client Data, Client Content, or Consumer Data to a company we identify as a competitor.

4. Third-Party Services.

Integration with Third-Party Services. The Services may connect with or receive data from third-party sources, services, software, applications, or platforms ("Third-Party Services"). These Third-Party Services may alter their offerings, components, or suspend/discontinue their services with or without prior notice. Your access to Third-Party Services may be contingent upon your adherence to their respective terms. Third-Party Services may access Customer Data, Customer Content, or Consumer Data. We do not oversee or assess the practices of Third-Party Services and bear no responsibility for their provision of services or their handling, transmission, access, processing, storage, usage, sharing, or provision of data. We explicitly disclaim any liability associated with or arising from Third-Party Services, including liability for updates, modifications, service interruptions, delivery failures, data corruption or loss, data usage, security issues, service discontinuation, or termination.

5. Fees & Payment Terms.

You will pay the fees for the Services in the amounts and the duration specified in the Terms of Agreement. If you fail to make any payment when due, we may charge interest on past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. You will reimburse us all costs that we incur in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees and any third party costs outstanding.

Billing Cycles. We will invoice you according to the terms set forth in the Terms of Service Agreement. Depending on the Service, billing will either begin on the Effective Date or on the Activation Date. The “Effective Date” with respect to any Terms of Service Agreement is the date the Terms of Service Agreement is executed by Customer and the “Activation Date” for each Service is defined in the Terms of Service Agreement. If the Terms of Service Agreement indicates that Services are billed monthly, you will pay for the Services on a monthly basis beginning on either the Activation Date or the Effective Date, as indicated in the Terms of Service Agreement, for the full month of fees (i.e. fees are not prorated); provided that, if a free-month(s) promotion applies to any Service that is invoiced on a monthly billing cycle, we will bill you for the first month of Service on the Effective Date and begin monthly billing following the expiration of the promotion period.
Promotions. We may provide the Services to you at no cost, at a discounted rate, or with another promotional offer as specified in the Terms of Service Agreement. Unless otherwise stated in the Terms of Service Agreement, promotions will expire under the following conditions: (i) percentage discount promotions will expire at the end of the Initial Term; (ii) promotions that include a set number of promotional months will expire after the specified number of months; and (iii) all other promotions will expire at the end of the Initial Term. For promotions that include additional months, the Initial Term will be extended by the number of promotional months indicated in the Terms of Service Agreement.
Payments by ACH/Credit Cards. By providing us with your credit card number or any other electronic payment method, you grant us permission to charge the specified amount outlined in the Terms of Service Agreement, at the designated times specified therein, as well as for any additional charges incurred. If the Terms of Service Agreement specifies recurring payments, you authorize us to charge your card accordingly for the recurring fees as they fall due.
Taxes. All fees and other payments due under these Terms are exclusive of taxes and similar charges. You are responsible for any sales, use, excise, or other similar taxes, duties, and fees imposed by federal, state, or local governments or regulatory bodies on the amounts you owe, excluding any taxes levied on our income.

6. Term & Termination.

Term. The term will begin on the Effective Date and will continue for the period specified in the Terms of Service Agreement (including any applicable promotional period) (the “Initial Term”). Unless otherwise stated in the Terms of Service Agreement, the Initial Term will automatically renew for successive periods equal to the renewal period specified in the Terms of Service Agreement. If no renewal period is specified, the Initial Term will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term,” and collectively with the Initial Term, the “Term”).
Termination. We may terminate these Terms and the Services if (i) you fail to pay any amount when due and such failure continues for 30 days following our written notice; or (ii) you are in breach of these Terms and such breach continues for 30 days following our written notice. You may terminate these Terms and the Services (iii) if we are in material breach of any significant term and such breach continues for 30 days following your written notice; or (iv) any Renewal Term by providing at least 30 days' written notice prior to the start of the Renewal Term. Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (v) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (vi) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (vii) makes or seeks to make a general assignment for the benefit of its creditors; or (viii) applies for or has appointed a receiver, trustee, custodian, or similar agent by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Authorized Dealer Status. Our ability to provide information, data, or certain Services may depend on your status as an authorized dealer of a manufacturer, pursuant to our contractual relationship with the manufacturer. We reserve the right to terminate the Services (or any portion thereof) or these Terms if: (a) you cease to be an authorized dealer of such manufacturer, and being an authorized dealer is required to access or receive the Services; or (b) our contract with the manufacturer is terminated.
Suspension of Service. We may suspend, terminate, or restrict your access, or your users’ access, to all or part of the Services if: (i) we believe you or a user has violated these Terms, exceeded the authorized usage rights, or used the Services for purposes not permitted under these Terms; (ii) you or your users are involved in any fraudulent, misleading, or unlawful activities in connection with the use of the Services; or (iii) you have failed to pay any fees due. This section does not limit any of our other legal or equitable rights or remedies."
Effect of Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided herein: (i) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate; (ii) you will discontinue all use of any Services, Our Data, or other materials provided by us, remove any software or scripts provided by us from your systems, and we will disable access to any online Services; (iii) in the event of termination due to your breach of these Terms, any outstanding fees for the remaining Term will become immediately due and payable. No refunds of fees will be issued under any circumstances.
Intellectual Property Ownership. As between us, all rights, title, and interest in the Services, Our Data, any templates provided to you, the information technology infrastructure (including software, hardware, databases, electronic systems, networks), and all applications, APIs, scripts, or Customer-Side Software used to deliver the Services, or made available to you, as well as all documentation related to the use or operation of the Services or any materials identified as our intellectual property in the Services Specific Terms (collectively, 'Intellectual Property') are solely and exclusively ours. Except as expressly stated in these Terms, nothing grants you any rights to the Intellectual Property. We retain all rights, title, and interest in and to the Intellectual Property.

7. Product BETA Testing.

Pre-release Feature Offerings and Beta Testing. We may extend the opportunity to test and evaluate pre-release features or functionality. If the Customer opts to participate in the BETA Program, and we authorize their involvement in such Beta testing, we provide them with a temporary, nontransferable, nonexclusive license for experimental purposes to access, test, and assess pre-release features or functionality capabilities. The usage restrictions detailed in Section 2 also apply to pre-release features or functionality. The Customer will evaluate these capabilities under normal conditions as instructed by us. They acknowledge the experimental nature of pre-release capabilities and agree not to rely on their flawless functioning or performance. Additionally, they understand that pre-release capabilities may contain defects as they have not undergone comprehensive testing. We bear no liability for the Customer's utilization of pre-release capabilities. It is recommended to safeguard important data and exercise caution. The Customer commits to maintaining confidentiality regarding pre-release capabilities and limiting access to authorized employees assigned to conduct pre-release capability testing. Any written assessments and all innovations, product enhancements, modifications, or developments conceived or produced by us during or after these Terms, including those influenced by the Customer's feedback, remain our exclusive property. We hold exclusive rights, title, and interest in all such intellectual property.

8. Indemnity.

You will defend, indemnify, and hold us, our affiliates and each of our and our affiliate’s officers, directors, employees, agents, successors, and assigns harmless from and against any and all damages, losses, costs or expenses (including reasonable legal fees) that we incur that results or arises from, or are alleged to result or arise from: (a) Customer’s breach of these Terms; (b) Customer’s use of the Service in a manner that violates applicable law, including laws that apply to marketing or advertising, consumer warranties, privacy, consumer data, or consumer credit; (c) Customer’s breach of any term or condition required by an original equipment manufacturer or Customer’s failure to be an authorized dealer of any original equipment manufacturer; (d) any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer, or the customization of any Services in accordance with any specifications or directions provided by or on behalf of Customer; (e) any Third-Party Service or any claim that arising from third-party data; or (f) Customer’s negligent, willful, fraudulent or intentional acts or omissions. As used in this Section, references to Customer include Customer’s employees or users of the Services.

9. Limitation of Liability.

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, ORIGINAL EQUIPMENT MANUFACTURES, OR SUPPLIERS, WHETHER RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Warranty Disclaimer.

WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE SPECIFICALLY DISCLAIM LIABILITY FOR (A) ANY LOSS OF USE OF TECHNOLOGY, LOSS AND CORRUPTION OF DATA, OR ANY COSTS ASSOCIATED WITH SYSTEM OR DATA RECOVERY; (B) ANY LIABILITY RESULTING FROM ERRORS IN INSTRUCTIONS, SERVICE BULLETINS, DIAGRAMS, SPECIFICATIONS, PARTS IDENTIFICATION, OR PARTS DESCRIPTIONS; (C) ANY THIRD PARTY CLAIMS; (D) DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL; OR (E) ANY LIABILITY ARISING FROM YOU OR YOUR USERS USE OF THE SERVICES IN VIOLATION OF LAW OR THESE TERMS.

11. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.

12. Disputes.

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The award rendered by the arbitrator shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. The place of arbitration shall be Washington County, Oakdale Minnesota. Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. For disputes where the amount at issue is less than $100,000, there will be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondents of the request for arbitration, or, in default thereof, appointed by the AAA in accordance with its Commercial Rules. For disputes where the amount at issue is greater than $100,000, there will be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request for arbitration or, in default of such agreement, by the AAA. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.

13. Severability; No Waiver.

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14. Assignment.

Customer will not assign, delegate, or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, except that Customer may transfer its rights and obligations under these Terms in connection with a merger, consolidation, or reorganization of Customer. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under these Terms. We may assign, delegate or otherwise transfer our rights, obligations or performance under these Terms with or without consent. Any other purported assignment, delegation, or transfer in violation of this Section is void.

15. Modifications.

We may make modifications or changes to these Terms. If we make a modification that we deem material, we will provide notice to you (email notice being sufficient) which will be effective 30 days following our notice of the modification and, if you do not agree to the modified terms, you may object to the modification by providing us with notification of your objection (in reasonable detail) during such 30-day notice period. Upon receipt of your objection, we may choose to modify the Terms that apply to you such that they resolve your objection, or we may enter into good faith negotiations regarding your objection in an attempt to resolve your objection. If you fail to provide us with notice of your objection within such period, you will be deemed to have accepted these Terms as modified. We may make non-material changes to these Terms by posting the revised version at the URL where these Terms are available.

16. No Third-Party Beneficiaries.

These Terms are entered into for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature or by reason of these Terms. Exception: where Customer obtains service from a third party through Optimize that requires third-party beneficiaries and will be outlined under the individual services.

17. Force Majeure.

In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms, (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances that constitute acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation (collectively, a “Force Majeure Event”).

18. Notice.

Any notice request, consent, claim, demand, waiver, or other communications under these Terms intended to have legal effect, must be delivered (a) in the case of Customer, in writing addressed to Customer’s address or email address in the Terms of Service Agreement, or in our case, to 3510 Hopkins Place N. Oakdale, MN 55128, and in each case, notice will be deemed effectively given when (i) received if sent by a nationally recognized overnight courier where signature is required; or (ii) if provided to Customer, notice may be provided via email to the Customer contact in the Terms of Service Agreement with confirmation of transmission and deemed effectively given if sent during the Customer’s normal business hours, and on the next business day, if sent after normal business hours.

19. Entire Agreement.

These Terms together with the Terms of Service Agreement, the applicable Service Specific Terms Addendum and any other documents expressly incorporated into these Terms constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

SERVICE SPECIFIC TERMS ADDENDUM

Website Terms

General

If I have selected Website Services, then I have elected to have Optimize support my website and provide services that include hosting, design, supporting updates and changes to coupons and selected pages. During the setup and design portion of the website, I agree to support Optimize by returning calls and giving feedback in a reasonable amount of time. If I am transferring or redirecting a domain name, I agree that I will work with my current provider to get the domain authorized for transfer. Failure to provide the Domain information in order for Optimize to complete the design and “Go Live” with the designed site, Optimize reserves the right to start billing monthly website fees if there is a lapse in communication from me (the customer), greater than 1 week starting after the setup call with Optimize. OPTIMIZE IS NOT RESPONSIBLE TO OBTAIN THE DOMAIN IF THE INFORMATION NEEDED TO OBTAIN THE DOMAIN IS NOT PROVIDED.

Member Information and Security

In consideration of User's use of the Site, User agrees to (a) provide accurate, current and complete information about you as requested by any registration process/forms ("User Information"); (b) maintain and update User Information in a timely manner; (c) maintain the security of your password and identification; and (d) be fully responsible for all use of User's account and for any actions that take place using User's account. User is entirely responsible for maintaining the confidentiality of User's password.

Term

This Agreement will remain in full force and effect while User uses the Site. Customer is responsible for payment for the full term of the agreement under the terms of service page. Cancelations of this service after the term of the agreement still requires a 30 day notice prior to the date of actual cancelation. ODM also may terminate this Agreement at any time for any reason whatsoever and may do so immediately with or without notice, and without liability and accordingly deny User access to the Web Site, if in ODM's sole discretion User fails to comply with any term or provision of this Agreement. Upon any termination of the Agreement by either User or ODM, User must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the terms of use or otherwise. Even after termination by either the User or ODM this Agreement will remain in full force and effect.

Proprietary Rights in Site Content

All content on the Site including all images, text, photographs, video, statistics, information, applications, articles, icons, illustrations, designs, logos and other material that are part of this Site (collectively, the "Content") are the property of Customer or its licensors with all rights reserved. Site Content cannot be modified, reproduced, copied, posted, transmitted, downloaded, republished or sold in any form or by any means, in whole or in part, without the prior written permission of Customer. The foregoing does not include any Content posted legally to the Site by the User. ODM reserves the right to use any content for promotional or advertising purposes.

Copyrights and Trademarks

Unless otherwise noted, all Content has copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Customer and/or ODM , or its affiliates or by third parties or Sponsors who have licensed their materials to Customer/ODM and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content on the Site is the exclusive property of Customer and is also protected by U.S. and international copyright laws.

ODM respects the intellectual property rights of others and bars Users from posting Content that would violate any third parties Copyright or trademark rights. Upon receipt of any Copyright or Trademark infringement notification, ODM will immediately remove or block access to the allegedly infringed material. If a User has repeated infringement complaints against them, ODM, in its sole discretion, may terminate that User's account.

Third Party Goods and Services

Our Site may offer goods and services from third parties. We cannot guarantee the quality or accuracy of goods and services made available by third parties on our Site.

User Content Posted and Responsibilities

User understands that the Community section of the Site is available for User's personal, non-commercial use only. User agrees and warrants that any Content posted by User will not violate any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights. Further User agrees and warrants that User will not post Content that contains libelous, defamatory or otherwise unlawful material.

User is exclusively and solely responsible for User's profile (meaning User's name, image and likeness), photos, messages, music, video, text and any other Content that User upload, displays or publishes (hereinafter "posts") on the Site. User is barred from posting unpermitted material or Content not created by the User. ODM may at any time delete or remove, with or without notice, any Content posted by User, in its sole discretion, for any reason whatsoever, including Content that ODM deems to violate this Agreement. User is solely and exclusively responsible for any and all cost and/or expense for creating backup copies for User's Contented posted to the Site.

When User posts to any part of the Site User represents and warrants that User has the right to grant to ODM irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. User may remove Content at any time for any reason whatsoever.

In addition, User agrees not to use the Site to:

1. Post Content that is patently offensive or is objectionable, deemed in the sole judgment by ODM or which restricts any other user’s use of the Site
or which may expose ODM or its users to any liability of any kind whatsoever;

2. Solicit information from anyone who is under the age of eighteen (18)

3. Post Content that contains nudity or excessive violence;

4. Promote any unlawful act or violate the privacy rights, publicity rights, copyrights or trademark rights of a third party;

5. Post Content or otherwise make available information that is in any way threatening, criminal, defamatory, infringing, hateful, racist, obscene or
fraudulent;

6. Gain access to another User's account or create a false identity;

7. Intimidate or harass another;

8. Transmit any sort of "junk mail," "chain letter," or unsolicited emails, instant messages or "spam;"

9. Post any sort of advertising or commercial activity and/or sales including but not limited to pyramid schemes, sweepstakes or contests;

10. Promote criminal activity and behavior or provide any type of information on how to commit crimes including but not limited to violating
someone's privacy, spreading viruses or making or buying illegal weapons;

11. Publicly post private information that would create a security risk for any person including names, address, email address, Social Security numbers,
credit card numbers and phone numbers;

12. Solicit passwords or personally identifying information for commercial or unlawful purposed;

13. Impersonate another person or misrepresent oneself.

14. Upload any programs containing software viruses or any other computer code, files or programs designed to destroy, disrupt or limit the
functionality the Site.

15. Use the Service to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent
information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal
offense, give rise to civil liability or otherwise violate any local, state, national or international law.

16. Use the Service to post or transmit any information, software or other material which violates or infringes upon the rights of others, including
material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative
works with respect thereto, without first obtaining permission from the owner or right holder.

17. Use the Service to post or transmit any information, software or other material, which contains a virus or other harmful component.

18. Use the Service to post, transmit or in any way exploit any information, software or other material for commercial purposes, or which contains
advertising

User understands that ODM has no obligation to monitor any bulletin boards, chat rooms or other areas of the Site through which users can supply information or material. However, ODM reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in ODM's sole discretion are objectionable or in violation of these terms and conditions.

Use of Site

You may download or copy the Contents and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on this Site is the property of ODM or its suppliers and protected by U.S. and international copyright laws. The content and software on this Site may be used only as a browsing resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on this Site is strictly prohibited. OSM, ODM are all trademarks of Optimize Social Media/Optimize Digital Marketing.

User comments, feedback, postcards and other submissions

All comments, feedback, postcards, suggestions, ideas and other submissions disclosed, submitted or offered to ODM on or by this Site or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, the "Comments") shall be and remain ODM's property. Such disclosure, submission or offer of any Comments shall constitute an assignment to ODM of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, ODM will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. ODM is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to User any compensation for any Comments; or (3) to respond to any user Comments. User agrees that no Comments submitted by User to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). User further agrees that no Comments submitted by User to the Site will be or contain libelous or otherwise unlawful, abusive or obscene material. User is and shall remain solely responsible for the content of any Comments User makes. ODM welcomes User comments regarding the ODM Site. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") submitted by you shall be and remain the exclusive property of ODM. Your submission of any such Comments shall constitute an assignment to ODM of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. ODM will be entitled to use, reproduce, disclose, publish and distribute any material User submits for any purpose whatsoever, without restriction and without compensating User in any way. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork.

Indemnification

User agrees to defend, indemnify and hold ODM harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Site.

Governing Law, Venue and Jurisdiction

By User browsing or using the Site, User agrees that the laws of the State of Minnesota will govern these Terms of Use and any dispute that arises between User and ODM and/or its affiliates. In regard to any dispute or claim User agrees not to commence any action in connection herewith other than in the state and federal courts of Minnesota, and User hereby consents to, and waives all defenses of lack of personal jurisdiction with respect to venue and jurisdiction in the state and federal courts of Minnesota.

Disclaimer

THIS SITE IS PROVIDED BY ODM ON AN "AS IS" BASIS. ODM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ODM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ODM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. WITHOUT LIMITING THE FOREGOING, ODM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THIS SITE. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE ITEM.

Limitation of Liability

UNDER NO CIRCUMSTANCES, SHALL ODM OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SPONSORS VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE ODM WEB SITE.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ODM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU ARE DISSATISFIED WITH THIS WEB SITE OR ANY CONTENT ON THE SITE, OR WITH THE ODM TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ODM WEB SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE ODM WEB SITE, THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF ODM UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

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