Terms of Service

These Terms and Conditions (“Terms”) govern your access to and use of the Opti-mized website, software platform, dashboards, reports, hardware, analytics, tools, features, support services, and other products or services made available by Opti-mized (collectively, the “Services”).

By accessing, registering for, purchasing, installing, connecting to, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with any additional policies, notices, or agreements that may apply to your use of the Services.

These Terms apply to all users of the Services, including businesses, municipalities, public-sector organizations, institutions, property owners, facility operators, employees, contractors, consultants, authorized representatives, and any other individual or entity that accesses or uses Opti-mized.

If you access or use the Services on behalf of a company, municipality, organization, or other legal entity, you represent and warrant that you have the authority to accept these Terms and bind that entity to them. In that case, references to “you” or “your” in these Terms may also refer to the organization or entity you represent.

You are responsible for ensuring that all individuals who access or use the Services through your organization, account, facility, or authorization are aware of these Terms and comply with them.

If you do not agree with these Terms, you must not access, purchase, install, connect to, or use the Services.

Certain products, projects, hardware purchases, subscriptions, professional services, or other engagements with Opti-mized may also be governed by a separate proposal, quotation, order form, purchase order, statement of work, service agreement, master agreement, or other written contract. Those additional agreements form part of the overall relationship between you and Opti-mized.

If there is a direct conflict between these Terms and a separate written agreement specifically entered into between you and Opti-mized, the terms of that separate written agreement will take precedence with respect to the subject matter of the conflict.

Your continued use of the Services following any permitted update to these Terms constitutes your acceptance of the updated Terms, subject to any notice or consent requirements imposed by applicable law.

Opti-mized provides technology, hardware, software, analytics, and related services designed to help organizations better understand how energy is being used throughout their facilities and how equipment and electrical systems are operating over time.

The Opti-mized system may include connected electrical measurement hardware, sensors, gateways, communications equipment, cloud-based software, dashboards, reports, analytics, alerts, calculations, simulations, recommendations, and other related tools or services.

Opti-mized collects and analyzes facility and equipment-level information to provide users with greater visibility into electrical consumption, operating patterns, equipment behaviour, energy loss, peak demand, potential savings opportunities, and other facility performance indicators.

Depending on the products or services selected, Opti-mized may provide features that allow users to review current and historical information, identify operating patterns, compare equipment performance, evaluate potential improvement opportunities, estimate financial or energy impacts, review facility trends, and generate reports or other analytical outputs.

The specific hardware, software features, services, deliverables, support, and functionality provided to a customer may vary depending on the customer’s configuration, facility requirements, subscription, proposal, order, statement of work, or other agreement with Opti-mized.

Opti-mized may periodically develop, modify, improve, replace, or discontinue certain features, technologies, hardware components, analytics, interfaces, or functionality as its products and services evolve. Such changes may be made to improve performance, reliability, security, usability, compatibility, or the overall capabilities of the Services.

References in these Terms to “Opti-mized,” “we,” “us,” or “our” refer to the Opti-mized entity providing the applicable Services and, where appropriate, its affiliates, employees, contractors, representatives, and service providers.

The Services are intended to provide facility operators, organizations, and other authorized users with information that can support better-informed operational, energy, maintenance, planning, and investment decisions. The Services do not replace the judgment, inspections, approvals, or services of qualified professionals where such professional involvement is required.

The Opti-mized Services are intended primarily for use by businesses, municipalities, public-sector organizations, institutions, facility owners, facility operators, property managers, contractors, consultants, and other organizations or individuals authorized to access or use the Services.

You may only access or use the Services if you have the legal capacity and authority to agree to these Terms and to comply with all applicable laws, regulations, contractual obligations, and organizational policies that apply to your use of the Services.

If you are accessing or using the Services on behalf of an employer, municipality, business, organization, property owner, or other entity, you represent that you have been properly authorized to do so and that your use of the Services is within the scope of that authorization.

Access to certain portions of the Services may be limited to designated or approved users. This may include administrators, facility personnel, contractors, consultants, service providers, or other individuals who have been granted access by the customer or by Opti-mized.

Customers are responsible for determining which individuals are authorized to access their account, facilities, equipment information, reports, dashboards, and other information made available through the Services.

You may not allow an unauthorized individual or organization to access the Services using your account, credentials, access codes, links, or other authentication methods. You are also responsible for promptly removing or updating access when an individual is no longer authorized to use the Services on your behalf.

Where multiple users are permitted to access the Services under a single organization or customer account, the customer remains responsible for the activities of those users to the extent permitted by applicable law and for ensuring that such users comply with these Terms.

Opti-mized may establish additional eligibility, access, verification, or authorization requirements for certain Services, features, facilities, projects, or account types where reasonably necessary for security, safety, regulatory compliance, system integrity, or proper administration of the Services.

Opti-mized reserves the right to refuse, restrict, suspend, or revoke access where we reasonably believe that a user is not authorized to access the Services, has provided inaccurate or misleading information, has violated these Terms, or is using the Services in a manner that may create a security, operational, legal, or safety risk.

The Services are not intended for unrestricted consumer use or for individuals who are not authorized to access the relevant facility, organization, equipment, account, or associated information.

Certain Opti-mized Services may require the creation of an account, organization profile, facility profile, access code, login credential, or other method of authentication.

You are responsible for providing accurate, current, and complete information when creating or maintaining an account and for keeping that information reasonably up to date.

You are responsible for maintaining the confidentiality and security of usernames, passwords, access codes, authentication credentials, and other information used to access the Services. Credentials should not be shared with individuals who are not authorized to access the applicable account, organization, facility, or Services.

Where an account permits access by multiple users, the customer or designated account administrator is responsible for managing user access and determining which individuals are authorized to view, modify, upload, download, or otherwise interact with information associated with the account.

You are responsible for activity occurring through your account or credentials to the extent that such activity results from your actions, your authorized users, or your failure to take reasonable measures to protect access to the Services.

If you become aware of or reasonably suspect unauthorized access, loss of credentials, misuse of an account, or another security issue, you should notify Opti-mized as soon as reasonably possible and take appropriate steps to secure the affected account.

Opti-mized may require users to reset credentials, verify access, update authentication methods, or take other reasonable security measures where necessary to protect an account, customer information, the Services, or other users.

Opti-mized may suspend or restrict account access where we reasonably believe that credentials have been compromised, unauthorized access has occurred, the account presents a security risk, or continued access may violate these Terms or applicable law.

Account access is personal to the authorized user or organization and may not be sold, transferred, sublicensed, or otherwise provided to another party except as expressly authorized by Opti-mized or under an applicable agreement.

The Opti-mized platform provides software, analytics, dashboards, reporting, alerts, visualizations, calculations, and other tools intended to help users better understand facility energy use, equipment operation, electrical demand, operating patterns, and potential opportunities for improvement.

Depending on the customer’s configuration and Services, the platform may receive information from connected hardware, sensors, gateways, customer-provided information, utility records, facility information, environmental information, third-party systems, and other available data sources.

The Services may include current and historical energy information, equipment-level or circuit-level analysis, operational pattern recognition, energy-loss detection, peak demand analysis, benchmarking, performance trends, savings calculations, retrofit analysis, simulations, alerts, reports, and other analytical outputs.

The precise features and functionality available to each customer may vary depending on the applicable hardware configuration, facility setup, subscription, service level, proposal, order, project scope, or separate written agreement.

Opti-mized may periodically introduce new features, modify existing features, improve analytical methods, update software interfaces, change reporting formats, update algorithms, or otherwise modify the Services as the platform evolves.

We may also establish reasonable technical requirements relating to supported browsers, networks, devices, communications systems, hardware configurations, data formats, or other technology necessary to operate the Services effectively.

While Opti-mized aims to provide reliable access to the platform, the Services may occasionally be unavailable or limited because of maintenance, updates, communications failures, third-party service interruptions, equipment issues, cybersecurity events, circumstances outside our reasonable control, or other technical conditions.

Nothing in these Terms guarantees that every feature, detection method, analysis, calculation, report, alert, or functionality will be available for every facility, piece of equipment, hardware configuration, or customer.

Certain Opti-mized Services may require or include physical hardware such as electrical measurement devices, current transformers, sensors, communication hubs, gateways, cables, connectors, networking equipment, or other associated components.

Hardware requirements may vary depending on the facility, electrical system, number and type of circuits, equipment being evaluated, electrical characteristics, communications environment, and the specific Services being provided.

Installation, connection, removal, modification, inspection, or servicing of hardware located in or around electrical equipment must be performed in accordance with applicable laws, electrical codes, site requirements, manufacturer instructions, and appropriate safety procedures.

Where qualified or licensed electrical personnel are required by law, regulation, site policy, equipment requirements, or the nature of the work, the customer is responsible for ensuring that appropriately qualified personnel perform or supervise the work.

Customers must not install, relocate, modify, open, bypass, disconnect, or otherwise interfere with Opti-mized hardware in a manner that is unsafe, unauthorized, contrary to provided instructions, or inconsistent with applicable electrical or safety requirements.

The customer is responsible for providing reasonable and safe access to electrical panels, switchgear, motor control centres, equipment, communications infrastructure, and other areas required for installation, inspection, maintenance, replacement, or removal of hardware.

The customer is also responsible for informing Opti-mized or applicable installers of known hazards, site restrictions, access requirements, shutdown procedures, safety rules, hazardous environments, or other conditions that may affect the installation or operation of the hardware.

Where the Services rely on internet, Ethernet, Wi-Fi, cellular communications, power supplies, or other customer or third-party infrastructure, the customer is responsible for maintaining the infrastructure under its control unless otherwise stated in a written agreement.

Hardware performance may be affected by electrical configuration, communications availability, signal quality, interference, network changes, equipment changes, environmental conditions, physical damage, unauthorized modification, or other conditions outside Opti-mized’s reasonable control.

Opti-mized may provide installation instructions, configuration guidance, troubleshooting information, or technical support, but such assistance does not transfer responsibility for electrical safety, site safety, code compliance, or work that is legally required to be performed by qualified personnel.

Customers are responsible for providing information, access, cooperation, and resources reasonably necessary for Opti-mized to provide the Services.

This may include facility information, equipment details, electrical information, panel schedules, operating schedules, utility information, photographs, network information, authorized personnel contacts, site access, equipment access, and other relevant information.

Customers are responsible for ensuring that information provided to Opti-mized is accurate and complete to the best of their knowledge. Inaccurate, incomplete, outdated, or misleading information may affect the accuracy or usefulness of analytics, reports, calculations, equipment identification, savings estimates, recommendations, or other outputs.

Customers are responsible for notifying Opti-mized of material changes to their facilities or operations that could affect the Services. Examples may include equipment replacement, electrical modifications, changes in operating hours, renovations, changes to control strategies, network modifications, changes to building use, or significant changes in occupancy or production.

Customers are responsible for obtaining any permissions, approvals, consents, or authorizations necessary to install hardware, connect equipment, provide information, permit access to facilities, or use the Services.

The customer must ensure that use of Opti-mized does not interfere with facility safety procedures, electrical requirements, cybersecurity policies, regulatory requirements, contractual obligations, or other applicable rules.

Customers remain responsible for the operation, maintenance, inspection, repair, safety, and regulatory compliance of their facilities and equipment.

Customers are also responsible for independently evaluating whether and how to act on information provided through Opti-mized, including any proposed operational change, maintenance action, retrofit, equipment replacement, scheduling change, or capital investment.

No customer should rely on the Services as the sole basis for making a decision where professional inspection, engineering review, electrical assessment, safety review, financial analysis, regulatory approval, or other specialist advice is appropriate or legally required.

In providing the Services, Opti-mized may collect, receive, process, store, and analyze information relating to users, facilities, equipment, electrical systems, operational behaviour, energy consumption, communications devices, and use of the platform.

Depending on the Services being used, this information may include electrical measurements, equipment operating patterns, circuit information, facility operating schedules, energy consumption, demand information, environmental information, hardware status, communications information, platform activity, account information, and other information provided by or on behalf of the customer.

Opti-mized may use this information to operate and maintain the Services, provide analytics and reports, identify operating patterns, detect potential energy-loss conditions, calculate potential savings, analyze equipment behaviour, troubleshoot system issues, improve performance, maintain security, develop product features, and provide customer support.

Data may also be processed to create aggregated, statistical, de-identified, or anonymized information where permitted by applicable law. Such information may be used to improve analytical methods, evaluate system performance, develop new features, understand broader operational patterns, and improve Opti-mized products and services.

Opti-mized does not acquire ownership of a customer’s underlying facility information solely because that information is processed through the Services.

The collection and handling of personal information is also governed by the Opti-mized Privacy Policy, which should be read together with these Terms.

Where information is collected from third-party systems, utilities, service providers, integrations, or other external sources, the availability, accuracy, and completeness of that information may depend on those third parties.

Customers are responsible for ensuring that they have the necessary authority, rights, permissions, and consents to provide information to Opti-mized and to permit Opti-mized to process that information for purposes related to the Services.

Customers may provide or make available information and materials through the Services, including facility information, equipment information, utility bills, operating schedules, electrical information, panel schedules, photographs, drawings, documents, notes, records, files, reports, configurations, and other content (“Customer Content”).

As between the customer and Opti-mized, the customer retains its ownership rights in Customer Content, subject to any rights separately agreed to in writing.

By providing Customer Content to Opti-mized, the customer grants Opti-mized the rights reasonably necessary to host, store, reproduce, process, analyze, transmit, display, convert, organize, and otherwise use that content for the purpose of providing, maintaining, supporting, securing, and improving the Services.

The customer represents that it has the legal right and authority to provide the Customer Content and to permit its use in connection with the Services.

Customers should not upload or provide information that they are prohibited from sharing, that infringes the rights of another party, or that violates applicable law, contractual obligations, confidentiality obligations, security requirements, or other restrictions.

Opti-mized may generate reports, calculations, analytics, visualizations, equipment classifications, detected patterns, estimates, recommendations, and other outputs using Customer Content together with data generated or collected through the Services.

The customer remains responsible for reviewing Customer Content and informing Opti-mized where known inaccuracies, changes, or missing information could materially affect the Services.

Opti-mized may establish reasonable technical limitations relating to file sizes, file formats, storage, uploads, retention, or other aspects of Customer Content where necessary to operate and maintain the Services.

Nothing in these Terms requires Opti-mized to independently verify every piece of information supplied by the customer unless such verification is expressly included in an applicable project scope or separate written agreement.

Opti-mized uses collected data, customer-provided information, analytical methods, calculations, models, assumptions, historical patterns, operating conditions, and other available information to generate insights relating to facility and equipment performance.

These outputs may include energy-loss detections, operating patterns, estimated savings, estimated costs, estimated payback periods, energy-use projections, retrofit scenarios, peak demand analysis, equipment performance observations, alerts, comparisons, forecasts, recommendations, and other analytical information.

These outputs are intended to assist customers in understanding their facilities and making more informed decisions. They should not be interpreted as guarantees of future performance, energy savings, financial savings, equipment life, utility costs, operating outcomes, or investment returns.

Actual results may differ from estimates because of factors including changes in weather, occupancy, operating schedules, production levels, utility rates, equipment condition, control strategies, maintenance practices, facility modifications, energy prices, user behaviour, equipment replacement, implementation quality, and other conditions.

Some analytics may rely on assumptions, historical information, customer-provided information, industry benchmarks, calculated baselines, simulations, statistical methods, or limited periods of measured data. The quality and usefulness of an output may therefore depend on the quality, quantity, duration, and accuracy of the information available.

A detection or alert generated by the Services does not necessarily establish that equipment is defective, unsafe, improperly operated, or in need of replacement. Similarly, the absence of an alert or detection does not establish that a facility, system, or piece of equipment is operating correctly, efficiently, or safely.

Savings estimates and retrofit analyses may be used to help customers evaluate potential opportunities before making operational or capital decisions. Unless expressly stated otherwise in a separate written agreement, such estimates are informational projections and do not constitute guaranteed savings.

Customers are responsible for reviewing significant recommendations and obtaining appropriate professional, technical, financial, electrical, engineering, or other advice where the nature of the decision reasonably requires it.

Opti-mized may refine or update analytics, calculations, baselines, models, recommendations, or other outputs as additional data becomes available or as analytical methods and platform capabilities improve.

Nothing provided through the Services should be interpreted as a warranty or representation that a particular action, retrofit, maintenance activity, equipment replacement, scheduling change, or investment will produce a specific result.

Unless expressly stated in a separate written agreement, the Opti-mized Services are intended to provide facility intelligence, analytics, operational information, energy-related insights, calculations, estimates, and decision-support tools.

The Services do not constitute engineering, electrical, architectural, safety, legal, accounting, financial, regulatory, or other professional advice.

Although Opti-mized may identify operating conditions, energy-loss opportunities, unusual equipment behaviour, potential performance issues, retrofit opportunities, or other observations, such information should not be treated as a substitute for professional inspection, testing, engineering review, electrical assessment, code review, safety evaluation, or other specialized services where those services are appropriate or legally required.

Opti-mized does not represent that its platform, hardware, analytics, alerts, reports, or recommendations will identify every equipment issue, safety concern, electrical condition, maintenance requirement, operational problem, or compliance issue within a facility.

Customers remain responsible for complying with applicable laws, codes, regulations, safety procedures, equipment requirements, and professional standards applicable to their facilities and operations.

Where Opti-mized is separately retained to provide professional, engineering, technical, or other specialized services, those services may be governed by a separate proposal, statement of work, professional services agreement, or other written agreement. The scope, responsibilities, standards, and limitations applicable to those services will be determined by that agreement.

Nothing in the general availability of the Opti-mized platform should be interpreted as creating a professional engineering, electrical, safety, fiduciary, or advisory relationship unless such a relationship has been expressly established in writing.

Opti-mized is designed to help customers identify, understand, prioritize, and evaluate potential opportunities relating to facility energy use, equipment operation, operating schedules, electrical demand, maintenance, retrofit planning, and other facility-related decisions.

Unless expressly agreed otherwise in writing, Opti-mized does not perform or implement the operational, maintenance, electrical, mechanical, control, retrofit, construction, or equipment changes identified through the Services.

The customer remains solely responsible for deciding whether, when, and how to act on information, recommendations, estimates, alerts, reports, or opportunities identified through Opti-mized.

This includes responsibility for selecting contractors, obtaining professional advice, evaluating project feasibility, securing permits or approvals, confirming equipment compatibility, reviewing safety implications, approving capital expenditures, and verifying that any proposed work complies with applicable laws, codes, regulations, manufacturer requirements, and facility procedures.

Before making a material operational or physical change to a facility or piece of equipment, customers should obtain appropriate professional review where reasonably necessary.

Opti-mized is not responsible for work performed by third-party contractors, electricians, engineers, consultants, equipment manufacturers, service providers, or other parties engaged by the customer.

The results achieved from implementing an identified opportunity may differ from the estimate or projection shown through the Services. Actual results may be affected by installation quality, equipment performance, operating practices, weather, occupancy, utility rates, control settings, maintenance, facility changes, and other factors outside Opti-mized’s control.

The customer assumes responsibility for decisions made based on the information available through the Services and for the implementation, operation, maintenance, and verification of any resulting changes.

The Opti-mized Services may interact with, depend upon, receive information from, or connect to third-party products and services.

These may include cloud infrastructure, telecommunications providers, internet service providers, cellular networks, weather data providers, utilities, application programming interfaces, building systems, authentication services, equipment manufacturers, contractors, shipping providers, and other external systems or services.

Opti-mized may also make integrations or connections available that allow customers to exchange information between Opti-mized and third-party platforms, equipment, software, or services.

Third-party systems are operated independently from Opti-mized. Their availability, security, performance, accuracy, functionality, policies, and continued compatibility may be outside Opti-mized’s control.

Opti-mized does not guarantee that any third-party integration, connection, service, API, data source, network, or system will remain continuously available, compatible, accurate, or unchanged.

A third party may modify, restrict, suspend, discontinue, or alter its services or technical requirements at any time. Where this affects an Opti-mized feature or integration, Opti-mized may modify, replace, restrict, or discontinue the affected functionality.

Customers are responsible for complying with any terms, licenses, access requirements, fees, or policies imposed by third parties whose services they choose to connect to Opti-mized.

Opti-mized is not responsible for outages, delays, inaccuracies, security incidents, data loss, service interruptions, or other issues that result primarily from third-party systems or services outside Opti-mized’s reasonable control.

Opti-mized works to maintain reliable access to its platform and Services but does not guarantee uninterrupted, error-free, or continuous availability unless a specific service level commitment has been expressly agreed to in writing.

Access to some or all of the Services may occasionally be interrupted, limited, delayed, or unavailable because of scheduled maintenance, emergency maintenance, software updates, hardware issues, communications failures, network outages, third-party services, cybersecurity events, equipment problems, system upgrades, or circumstances outside Opti-mized’s reasonable control.

Opti-mized may periodically update, modify, replace, redesign, improve, add, remove, or discontinue features, analytics, dashboards, reports, algorithms, interfaces, integrations, hardware compatibility, functionality, or other aspects of the Services.

Such changes may be made to improve functionality, usability, performance, security, reliability, analytical capabilities, regulatory compliance, compatibility, or the overall operation of the platform.

Opti-mized does not guarantee that a particular feature, interface, report format, detection method, visualization, integration, or functionality will remain unchanged throughout the duration of a customer’s use of the Services.

Where practical, Opti-mized may provide notice of changes that materially affect a customer’s use of the Services, but minor improvements, updates, fixes, or modifications may be implemented without advance notice.

Nothing in this section limits any specific functionality, service level, feature commitment, or other obligation expressly included in a separate written agreement between Opti-mized and the customer.

The Opti-mized Services and all associated intellectual property are owned by or licensed to Opti-mized and are protected by applicable intellectual property and other laws.

This includes, without limitation, the Opti-mized software platform, source code, object code, algorithms, analytical methods, detection methodologies, models, calculations, simulations, system architecture, data-processing methods, dashboards, user interfaces, visualizations, report formats, templates, documentation, designs, workflows, hardware designs, trademarks, logos, branding, graphics, text, and other proprietary materials.

Except for the limited rights expressly granted under these Terms or a separate written agreement, customers do not acquire ownership of Opti-mized intellectual property by purchasing hardware, using the Services, receiving reports, accessing analytics, or providing data to the platform.

Customers retain ownership of their underlying Customer Content and facility information as described elsewhere in these Terms.

Subject to these Terms and any applicable agreement, customers may use reports, dashboards, analyses, and other outputs generated through the Services for their legitimate internal business, operational, planning, funding, procurement, maintenance, energy-management, and decision-making purposes.

Customers may also share such materials with employees, management, governing bodies, consultants, contractors, utilities, funding organizations, advisors, and other parties reasonably involved in the customer’s operations or projects.

Customers may not, without prior written authorization from Opti-mized, sell, license, white-label, commercially redistribute, reproduce as a competing service, or otherwise commercially exploit Opti-mized reports, analytics, software, methodologies, templates, or proprietary outputs.

Nothing in these Terms grants a customer any right to use the Opti-mized name, trademarks, logos, branding, or other proprietary identifiers except as expressly authorized.

Subject to compliance with these Terms and any applicable agreement, Opti-mized grants authorized customers and users a limited, non-exclusive, non-transferable right to access and use the Services for legitimate business, organizational, municipal, institutional, facility, operational, energy-management, planning, maintenance, reporting, and related purposes.

Customers may provide access to employees, officers, facility personnel, consultants, contractors, advisors, and other authorized individuals who reasonably require access in connection with the customer’s facilities or operations.

Customers may use information generated through Opti-mized to support internal decision-making, energy planning, maintenance planning, budgeting, capital planning, grant applications, procurement activities, facility evaluations, retrofit analysis, operational improvement, reporting, and similar legitimate activities.

Customers may download, store, reproduce, and share reports and other customer-facing outputs for these purposes, subject to any confidentiality, intellectual property, or other restrictions contained in these Terms or an applicable agreement.

Use of the Services must remain within the scope of the customer’s authorized account, facilities, subscriptions, projects, and permissions.

Any rights not expressly granted to the customer are reserved by Opti-mized.

Users may not access or use the Opti-mized Services in a manner that is unlawful, unauthorized, fraudulent, harmful, abusive, or inconsistent with these Terms.

Without limiting the foregoing, users may not:

• Attempt to reverse engineer, decompile, disassemble, decode, copy, replicate, or discover the source code, algorithms, analytical methodologies, models, system architecture, or proprietary logic used by Opti-mized.
• Use Opti-mized software, reports, analytics, methodologies, interfaces, data structures, or other proprietary materials to create, train, develop, improve, or support a competing product or service.
• Scrape, crawl, systematically extract, harvest, copy, or collect information from the Services except through functionality expressly provided or authorized by Opti-mized.
• Attempt to gain unauthorized access to another customer’s account, facility information, data, hardware, systems, reports, or credentials.
• Bypass, disable, defeat, circumvent, or interfere with authentication systems, access controls, security features, usage restrictions, or other technical protections.
• Introduce malicious software, viruses, harmful code, automated attacks, or other material intended to interfere with or damage the Services.
• Interfere with, damage, alter, tamper with, improperly modify, or misuse Opti-mized hardware or communications equipment.
• Use the Services for fraudulent, unlawful, deceptive, or malicious purposes.
• Resell, sublicense, rent, white-label, or commercially redistribute access to the Services unless specifically authorized in writing.
• Misrepresent Opti-mized data, reports, analytics, findings, or recommendations in a way that falsely suggests a conclusion, certification, guarantee, or endorsement that Opti-mized did not provide.
• Use the Services in violation of applicable laws, regulations, intellectual property rights, privacy rights, contractual obligations, or security requirements.

Opti-mized may investigate suspected misuse and may restrict or suspend access where reasonably necessary to protect customers, systems, intellectual property, security, or the integrity of the Services.

Fees for Opti-mized products and Services may vary depending on the customer, facility, hardware configuration, project requirements, subscription, professional services, installation requirements, support requirements, order, proposal, or other commercial arrangement.

Charges may include hardware, setup, configuration, platform access, subscriptions, project services, professional services, installation-related costs, shipping, support, taxes, or other applicable charges.

The specific pricing, payment schedule, deposits, milestones, billing frequency, payment terms, and other commercial conditions applicable to a customer will generally be set out in the applicable proposal, quotation, order form, invoice, statement of work, purchase agreement, or other written agreement.

Unless otherwise stated, customers are responsible for paying all amounts properly invoiced in accordance with the applicable payment terms.

Applicable taxes, duties, shipping charges, governmental assessments, or similar charges may be added where required or where specified in the applicable order, proposal, invoice, or agreement.

Where a customer disputes an invoice, the customer should notify Opti-mized promptly and provide reasonable information concerning the disputed amount.

Opti-mized may suspend or limit Services for materially overdue undisputed amounts where permitted by applicable law and the applicable agreement.

Setup, configuration, mobilization, or similar fees may be non-refundable once work has commenced or resources have been committed, as further described in the applicable quotation, proposal, order, invoice, or agreement.

Any refund, credit, cancellation charge, restocking fee, or other adjustment will be determined in accordance with the applicable commercial agreement and the circumstances of the order.

Opti-mized may provide products and Services under quotations, proposals, order forms, statements of work, service agreements, purchase agreements, master agreements, project agreements, purchase orders, or other written documents.

These Terms are intended to operate together with those documents and provide general terms applicable to the use of Opti-mized products and Services.

Where a separately negotiated and signed agreement between Opti-mized and the customer directly conflicts with these Terms, the separately negotiated written agreement will control with respect to the specific subject matter of that conflict.

Unless otherwise expressly agreed in writing, the general order of precedence will be:

1. A signed master agreement, service agreement, or other negotiated agreement between Opti-mized and the customer;
2. An applicable statement of work, accepted proposal, or project-specific agreement;
3. An applicable order form or quotation;
4. These Terms and Conditions; and
5. A customer purchase order or other customer-issued administrative document.

A purchase order issued by a customer is generally considered an administrative mechanism for authorizing or processing a purchase. Additional or different terms included in or attached to a customer purchase order will not automatically amend, replace, or override Opti-mized’s terms unless those terms are expressly accepted in writing by an authorized representative of Opti-mized.

Acceptance of a purchase order, processing of payment, shipment of hardware, commencement of work, or provision of Services does not by itself constitute acceptance of additional or conflicting terms contained in a customer-issued document.

Project scope, deliverables, schedules, pricing, payment requirements, hardware quantities, subscriptions, professional services, and other customer-specific requirements may be defined separately in an applicable proposal or agreement.

Where a project is modified after acceptance, the parties may document the change through a revised proposal, change order, amendment, updated statement of work, written approval, or other mutually accepted method.

Unless otherwise stated in a written agreement, hardware purchased from Opti-mized becomes the property of the customer once the applicable purchase price has been paid in full.

Ownership of purchased hardware does not transfer ownership of embedded software, firmware, intellectual property, system architecture, analytical methods, proprietary designs, trademarks, documentation, or other Opti-mized intellectual property associated with that hardware.

Opti-mized hardware is generally configured or supplied for a specific customer, facility, system, or application. Accordingly, hardware purchases are generally non-returnable unless Opti-mized agrees otherwise in writing.

Where Opti-mized approves the return or cancellation of hardware, the customer may be responsible for a restocking fee. The amount of the restocking fee may vary depending on the hardware, order status, configuration, condition, third-party supplier requirements, shipping costs, and other relevant circumstances.

Setup, configuration, commissioning, administrative, or similar fees are non-refundable once the associated work has been performed or commenced, unless otherwise expressly agreed in writing.

Unless a different warranty period is stated in the applicable agreement, Opti-mized warrants its supplied hardware against manufacturing defects for a period of one year from the applicable purchase, delivery, or other warranty commencement date identified by Opti-mized.

If Opti-mized determines that hardware has failed during the applicable warranty period because of a manufacturing defect, Opti-mized’s obligation will generally be limited, at its discretion, to repair or replacement of the affected hardware or component.

The warranty does not cover damage, failure, deterioration, or malfunction caused by circumstances other than a manufacturing defect. This may include improper installation, unauthorized modification, tampering, misuse, abuse, physical damage, electrical faults, surges, environmental conditions, water or moisture damage, improper storage, incompatible systems, network changes, external equipment failure, accidents, failure to follow instructions, or other conditions outside Opti-mized’s reasonable control.

Normal wear and tear and consumable components, where applicable, may also be excluded from warranty coverage.

Opti-mized may require reasonable diagnostic information, photographs, system information, serial numbers, troubleshooting steps, or return of the affected hardware before confirming warranty eligibility.

Hardware shipping and fulfillment may be performed by third-party manufacturers, distributors, logistics providers, or other service providers. Shipping dates and delivery estimates may therefore be affected by third-party availability, carrier delays, supply conditions, customs requirements, or other circumstances outside Opti-mized’s reasonable control.

Where hardware is approved for return, replacement, or warranty service, shipping responsibilities and associated costs may be determined based on the circumstances of the claim, the applicable agreement, and third-party fulfillment requirements.

Any warranties expressly stated in these Terms or an applicable written agreement are subject to the limitations and exclusions described elsewhere in these Terms.

Access to certain Opti-mized Services may be provided on a subscription basis. Unless otherwise stated in an applicable proposal, order form, statement of work, service agreement, or other written agreement, subscription periods may be structured around recurring twenty-eight (28) day service cycles.

The initial subscription term, minimum commitment period, pricing, billing frequency, and any customer-specific renewal conditions will be identified in the applicable commercial agreement.

Unless otherwise stated in writing, subscriptions will automatically renew for successive service periods following the end of the applicable term or service cycle.

Customers remain responsible for subscription fees throughout the agreed commitment period. Cancellation of access, discontinuation of use, disconnection of hardware, or failure to actively use the Services does not by itself terminate the customer’s payment obligations for an existing committed term.

Where cancellation or non-renewal is permitted, the customer must provide notice in accordance with the requirements contained in the applicable agreement. Any notice period, cancellation deadline, or other termination requirement specifically stated in that agreement will apply.

Unless expressly agreed otherwise, amounts paid for completed subscription periods, setup services, configuration services, or other non-refundable charges are not refundable solely because the customer chooses to discontinue use of the Services.

Following expiration of an agreed minimum commitment period, subscriptions may continue through recurring renewal periods unless terminated in accordance with the applicable agreement.

Opti-mized may change subscription pricing or commercial terms for future renewal periods by providing reasonable notice where required. Changes will not retroactively alter fees already agreed for an existing committed term unless mutually agreed in writing.

Nothing in this section overrides subscription terms expressly established in a separate written agreement between Opti-mized and the customer.

Opti-mized may suspend, restrict, or terminate access to some or all of the Services where reasonably necessary to protect the Services, customers, Opti-mized, third parties, or the security and integrity of its systems.

Grounds for suspension or termination may include material non-payment, unauthorized use, misuse of the Services, violation of these Terms, suspected fraudulent or unlawful activity, security threats, compromised credentials, interference with Opti-mized systems or hardware, infringement of intellectual property rights, or other material breaches of an applicable agreement.

Where reasonably practical and appropriate, Opti-mized may provide the customer with notice and an opportunity to correct a breach before terminating Services. Immediate suspension or termination may occur where continued access creates a material security, safety, legal, operational, or financial risk.

Suspension of Services does not automatically relieve a customer of payment obligations that arose before or during the suspension where the suspension resulted from the customer’s breach, non-payment, or other action for which the customer is responsible.

Customers may terminate or elect not to renew Services in accordance with the applicable subscription, proposal, order, service agreement, or other contractual arrangement.

Where an agreement permits termination without cause, either party may exercise that right by providing the notice required under the applicable agreement.

Termination or expiration does not affect rights, obligations, payment responsibilities, or liabilities that arose before the effective date of termination.

Any provisions that by their nature are intended to continue after termination, including provisions relating to intellectual property, confidentiality, outstanding payments, disclaimers, limitations of liability, indemnification, data rights, and dispute resolution, will survive termination to the extent permitted by applicable law.

Following termination or expiration of a customer’s access to the Services, Opti-mized may retain Customer Content and associated facility information for up to ninety (90) days unless a different retention period is required by applicable law, an applicable agreement, legitimate backup and security processes, or another valid legal or operational requirement.

During this period, customers may request or use available functionality to export or download reports, records, or other information made available through the Services, subject to technical availability, account status, and any outstanding contractual obligations.

Customers are responsible for obtaining copies of information they wish to retain before the applicable retention period expires.

Following the applicable retention period, Opti-mized may delete, anonymize, aggregate, or otherwise remove Customer Content from active systems in accordance with its normal data-retention practices.

Data contained in routine system backups may remain for additional periods until those backups are overwritten or securely deleted through normal backup-management processes.

Opti-mized may retain information where reasonably necessary to comply with legal obligations, resolve disputes, enforce agreements, maintain financial or transactional records, investigate security matters, or protect its legal rights.

Opti-mized may continue to retain and use data that has been properly aggregated, anonymized, or de-identified so that it no longer reasonably identifies the customer, an individual user, or a specific facility. Such information may be used for product development, benchmarking, analytics, system improvement, research, performance evaluation, and other legitimate business purposes.

Termination of Services does not require Opti-mized to delete information that it is independently entitled or legally required to retain.

Each party may receive confidential or proprietary information belonging to the other party in connection with the Services.

“Confidential Information” may include non-public business information, pricing, technical information, facility information, electrical information, operational data, equipment information, drawings, reports, financial information, security information, software information, product plans, methodologies, trade secrets, and other information that a reasonable person would understand to be confidential based on its nature or the circumstances in which it was disclosed.

Each party agrees to use the other party’s Confidential Information only for purposes reasonably related to the Services or the parties’ business relationship and to take reasonable measures to protect that information from unauthorized access, use, or disclosure.

Confidential Information may be disclosed to employees, officers, contractors, consultants, professional advisors, service providers, and other representatives who reasonably require access and who are subject to confidentiality obligations or professional duties appropriate to the information being disclosed.

Confidential Information does not include information that the receiving party can reasonably demonstrate was already lawfully known to it without confidentiality restrictions, becomes publicly available through no breach of these Terms, is independently developed without use of the other party’s Confidential Information, or is lawfully obtained from another source without confidentiality restrictions.

A party may disclose Confidential Information where required by law, regulation, subpoena, court order, governmental requirement, public-records law, freedom-of-information requirement, or other legally binding process.

Where legally permitted and reasonably practical, the receiving party should provide notice to the other party before making a legally required disclosure so that the other party may seek appropriate protection or limit the scope of the disclosure.

Opti-mized recognizes that municipalities, government entities, and public-sector customers may be subject to statutory public-records, freedom-of-information, transparency, procurement, or disclosure obligations. Nothing in these Terms requires such a customer to violate an applicable legal disclosure requirement.

The confidentiality obligations contained in this section will survive termination of the Services for as long as the applicable information remains confidential, subject to applicable law and any separately agreed confidentiality terms.

Opti-mized uses reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of information processed through the Services.

These safeguards may include access controls, authentication measures, communications protections, system monitoring, infrastructure controls, security procedures, software updates, and other measures appropriate to the nature of the Services and information involved.

No internet-connected service, telecommunications system, cloud environment, wireless network, hardware device, data-storage system, or security control can be guaranteed to be completely secure or continuously available.

Accordingly, Opti-mized does not warrant that unauthorized access, cybersecurity incidents, system failures, malicious activity, transmission errors, or other security events can never occur.

Customers share responsibility for maintaining the security of the Services. Customers are responsible for securing their own networks, Wi-Fi infrastructure, computers, mobile devices, credentials, user permissions, internal systems, communications infrastructure, and other technology under their control.

Customers should use reasonable security practices, including protecting credentials, restricting access to authorized personnel, promptly removing former users, maintaining appropriate network security, and notifying Opti-mized promptly of suspected unauthorized access or security incidents affecting the Services.

Opti-mized may take reasonable actions to protect the Services in response to an actual or suspected security threat, including temporarily restricting access, requiring credential changes, disconnecting affected systems, implementing updates, or suspending particular features.

Opti-mized’s handling of personal information is additionally governed by its Privacy Policy.

Except for warranties expressly provided in these Terms or a separate written agreement, and to the maximum extent permitted by applicable law, the Opti-mized Services are provided on an “as available” basis.

Opti-mized does not guarantee that the Services will operate without interruption, delay, error, defect, outage, or loss of connectivity.

Opti-mized also does not guarantee that all data, calculations, analytics, classifications, detections, estimates, alerts, reports, recommendations, forecasts, simulations, or other outputs will be complete, error-free, or perfectly accurate in every circumstance.

Facility conditions, equipment behaviour, operating environments, communications systems, customer-provided information, third-party data, installation conditions, measurement limitations, and other factors may affect the accuracy or availability of information presented through the Services.

Opti-mized does not warrant that the Services will detect every instance of energy loss, inefficient operation, abnormal equipment behaviour, maintenance requirement, equipment defect, electrical problem, safety issue, or other facility condition.

The absence of an alert, detection, recommendation, or reported issue should not be interpreted as confirmation that equipment or a facility is operating safely, correctly, efficiently, or without defects.

Likewise, an alert or detection should not automatically be interpreted as confirmation that equipment is defective, unsafe, improperly operated, or in need of replacement.

Savings calculations, retrofit analyses, forecasts, payback calculations, projected costs, and other estimates represent analytical projections based on available information and assumptions. Actual results may differ.

Except as expressly stated in writing, Opti-mized disclaims implied warranties to the extent permitted by applicable law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade.

Nothing in these Terms excludes any warranty or legal right that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, Opti-mized’s total aggregate liability arising out of or relating to the Services, these Terms, or an applicable transaction will not exceed the amounts actually paid by the customer to Opti-mized for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability.

Where the applicable Services have been provided for less than twelve months, the applicable cap will be based on the amounts actually paid for those Services during that shorter period.

To the maximum extent permitted by applicable law, Opti-mized will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages.

This includes, without limitation, loss of profits, loss of revenue, loss of anticipated savings, lost business opportunities, business interruption, loss of goodwill, loss or corruption of data, increased operating expenses, lost production, or other indirect economic losses arising from or relating to the Services.

Opti-mized is not responsible for losses resulting from a customer’s decision to implement or not implement an opportunity, recommendation, retrofit, repair, equipment replacement, operational change, control adjustment, maintenance activity, or other action based on information provided through the Services.

The limitations contained in this section apply regardless of the legal theory upon which a claim is based, including contract, tort, negligence, strict liability, statute, or otherwise, to the extent permitted by applicable law.

These limitations do not apply to liability that cannot legally be limited or excluded. Depending on applicable law, this may include certain liabilities arising from fraud, willful misconduct, gross negligence, personal injury, death, or physical damage to tangible property caused by conduct for which liability cannot lawfully be excluded.

Nothing in this section is intended to limit any liability to an extent prohibited by applicable law or to override a different limitation of liability expressly negotiated and agreed to in a separate written agreement.

To the extent permitted by applicable law, the customer agrees to defend, indemnify, and hold harmless Opti-mized and its affiliates, officers, employees, contractors, and representatives from third-party claims, damages, liabilities, losses, and reasonable costs arising primarily from:

• the customer’s unlawful or unauthorized use of the Services;
• a material violation of these Terms by the customer;
• Customer Content that infringes or violates the rights of a third party;
• unauthorized modification, tampering, misuse, or improper installation of Opti-mized hardware by or on behalf of the customer;
• the customer’s violation of applicable law or third-party rights; or
• actions taken by the customer or its contractors in a manner materially inconsistent with Opti-mized instructions or the intended use of the Services.

A customer will not be required to indemnify Opti-mized to the extent a claim results from Opti-mized’s own negligence, willful misconduct, or breach of an applicable agreement.

Subject to applicable limitations of liability and any separate written agreement, Opti-mized will defend or otherwise address a third-party claim alleging that the Opti-mized software platform, when used as authorized, directly infringes a third party’s intellectual property rights.

In response to such a claim, Opti-mized may, at its option, obtain the right for the customer to continue using the affected Services, modify or replace the affected functionality, or discontinue the affected functionality and provide an appropriate adjustment where required.

Opti-mized will not be responsible for intellectual-property claims arising from customer modifications, unauthorized combinations with third-party products, use contrary to documentation or instructions, Customer Content, or continued use after Opti-mized has provided a reasonable non-infringing alternative.

A party seeking indemnification must provide reasonable notice of the applicable claim and reasonable cooperation in its defence. The indemnifying party may control the defence and settlement of the claim, provided that it may not agree to a settlement that imposes an admission of wrongdoing or material non-monetary obligation on the indemnified party without that party’s consent.

Neither Opti-mized nor the customer will be liable for delays or failures to perform obligations caused by events beyond the affected party’s reasonable control, except that force majeure will not excuse payment obligations for amounts already properly due for products or Services already provided.

Force majeure events may include natural disasters, severe weather, floods, fires, earthquakes, epidemics, pandemics, war, terrorism, civil unrest, labour disruptions, strikes, governmental actions, regulatory restrictions, embargoes, transportation interruptions, supply-chain disruptions, material or component shortages, utility failures, power outages, internet or telecommunications failures, cloud-service interruptions, carrier delays, cybersecurity events outside the affected party’s reasonable control, and other comparable events.

The affected party will use commercially reasonable efforts to mitigate the impact of the event and resume performance when reasonably possible.

Delivery dates, implementation schedules, project milestones, shipping dates, service availability, or other performance obligations may be reasonably extended to account for the duration and effects of a force majeure event.

Where a force majeure event continues for an extended period and materially prevents performance, the parties may work in good faith to determine an appropriate adjustment, suspension, rescheduling, or termination of the affected obligations.

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles, except where applicable law or a separately negotiated written agreement requires otherwise.

Before commencing formal legal proceedings, Opti-mized and the customer agree to make reasonable good-faith efforts to resolve disputes directly.

A party raising a dispute should provide the other party with reasonable notice describing the nature of the dispute and, where practical, the resolution being requested.

The parties will then attempt in good faith to resolve the matter through discussions between representatives who have appropriate authority to address the dispute.

If a dispute cannot be resolved through good-faith discussions within a reasonable period, either party may pursue the remedies available to it under applicable law or the applicable agreement.

Unless a separate written agreement provides otherwise, any legal proceeding arising from these Terms will be brought in a court of competent jurisdiction located in the State of Delaware, and each party consents to the jurisdiction of those courts to the extent legally permitted.

Nothing in this section prevents either party from seeking urgent injunctive, equitable, or protective relief where reasonably necessary to protect confidential information, intellectual property, systems, data, security, or other rights that could suffer immediate or irreparable harm.

For municipalities, governmental entities, and other organizations subject to mandatory statutory requirements concerning governing law, jurisdiction, dispute resolution, sovereign immunity, or similar matters, those mandatory legal requirements will apply to the extent they cannot lawfully be modified by contract.

Where a separately negotiated agreement contains its own governing-law or dispute-resolution provisions, those provisions will control for disputes governed by that agreement.

Opti-mized works with municipalities, public agencies, government entities, public institutions, and other organizations that may be subject to laws, regulations, procurement requirements, funding conditions, public-records obligations, budget approvals, and other statutory or administrative requirements that do not apply to private-sector customers.

Where a government or municipal customer is legally required to follow specific procurement procedures, approval processes, contracting requirements, disclosure obligations, or other mandatory rules, those requirements will apply to the extent required by law.

Opti-mized recognizes that certain governmental entities may be restricted from agreeing to contractual provisions relating to indemnification, governing law, jurisdiction, automatic renewal, appropriations, limitation of liability, confidentiality, or other matters.

Where a provision of these Terms conflicts with a mandatory legal restriction applicable to a governmental customer and that restriction cannot legally be waived or modified, the applicable statutory or regulatory requirement will control with respect to that customer.

Government and municipal customers remain responsible for obtaining any internal approvals, council or board authorizations, budget approvals, procurement approvals, purchase orders, grant approvals, or other authorizations required for their purchase or use of the Services.

Where Services are funded in whole or in part through a government grant, incentive, funding program, utility program, or similar source, the customer remains responsible for satisfying the requirements of the applicable funding program unless Opti-mized has expressly agreed in writing to perform specific compliance-related responsibilities.

Opti-mized does not guarantee that a customer will qualify for, receive, retain, or be reimbursed under any particular grant, incentive, rebate, funding program, or public financing arrangement unless such guarantee is expressly stated in a separate written agreement.

Government customers may also be required to disclose contracts, proposals, pricing, reports, correspondence, or other records under applicable public-records, freedom-of-information, transparency, or open-government laws.

Where disclosure is legally required, such disclosure will not constitute a breach of these Terms, provided that the customer complies with applicable legal procedures and, where legally permitted and reasonably practical, provides Opti-mized with notice of a request involving Opti-mized Confidential Information.

Nothing in these Terms is intended to waive any immunity, statutory protection, limitation, or legal right that a governmental entity cannot lawfully waive.

Each party is responsible for complying with the laws, regulations, codes, permits, licenses, governmental requirements, and legally binding obligations applicable to its respective activities under these Terms.

Customers are responsible for ensuring that their use of the Services, facilities, electrical systems, networks, equipment, personnel, and implementation activities comply with applicable legal and regulatory requirements.

This may include, where applicable, electrical codes, occupational health and safety requirements, building requirements, cybersecurity obligations, privacy laws, environmental regulations, procurement requirements, utility requirements, equipment standards, and other applicable rules.

Where installation, inspection, electrical work, engineering review, permitting, or another regulated activity requires a licensed, qualified, or authorized professional, the customer is responsible for ensuring that the appropriate professional is engaged unless Opti-mized has expressly agreed in writing to provide that service.

Opti-mized is responsible for complying with laws and regulatory requirements applicable to the products and Services it provides and to its own business operations.

The parties will also comply with applicable trade controls, export restrictions, economic sanctions, anti-corruption laws, and other legal restrictions where relevant to the transaction or use of the Services.

Customers may not use, export, transfer, provide, or make the Services available in violation of applicable laws, sanctions, export controls, or governmental restrictions.

Opti-mized may refuse, suspend, or discontinue a transaction or Service where reasonably necessary to comply with applicable law, a governmental requirement, sanctions obligation, court order, or other legally binding restriction.

Nothing in these Terms requires either party to take an action that would violate applicable law.

Opti-mized may update or modify these Terms from time to time to reflect changes to its products, Services, technology, business practices, legal obligations, regulatory requirements, security practices, or operational requirements.

When these Terms are updated, Opti-mized will revise the “Last Updated” date associated with the Terms and make the current version available through its website or platform.

Changes may become effective when posted or on a later date identified in the updated Terms, subject to applicable legal requirements.

Where a change is material and applicable law requires additional notice, Opti-mized will provide such notice through reasonable means, which may include email, the Opti-mized platform, an account notification, or another appropriate communication method.

A change to these general Terms will not retroactively alter a separately negotiated written agreement unless that agreement expressly permits such a change or the parties mutually agree to the amendment.

Customers are encouraged to review the Terms periodically to remain informed about the conditions governing their use of the Services.

Continued use of the Services after updated Terms become effective may constitute acceptance of the revised Terms where permitted by applicable law.

If a customer does not agree to a material change, any cancellation, termination, or non-renewal rights available to that customer will be governed by the applicable agreement and applicable law.

By using the Services or providing contact information to Opti-mized, customers agree that Opti-mized may communicate with them electronically regarding matters associated with their account, Services, hardware, projects, transactions, or business relationship.

Electronic communications may include account notices, invoices, payment information, service notifications, platform updates, maintenance notices, security communications, technical information, project communications, subscription information, contractual notices, and other administrative messages.

Communications may be provided by email, through the Opti-mized platform, through an account notification, or through another electronic method reasonably appropriate to the circumstances.

Customers are responsible for maintaining accurate and current contact information and for ensuring that authorized representatives are able to receive communications relating to the Services.

Electronic communications will satisfy any requirement that a communication be provided in writing to the extent permitted by applicable law.

Formal notices required under a separately signed agreement, master services agreement, statement of work, municipal agreement, or other negotiated contract will be provided in accordance with the notice provisions contained in that agreement.

Nothing in this section authorizes Opti-mized to send marketing communications where consent is required by applicable law. Marketing and promotional communications will be handled in accordance with applicable consent and privacy requirements.

If any provision of these Terms is determined by a court or other competent authority to be invalid, illegal, unenforceable, or inconsistent with a mandatory legal requirement, that provision will be interpreted or limited to the minimum extent necessary to make it enforceable where possible.

If the provision cannot reasonably be modified or enforced, it will be severed from these Terms, and the remaining provisions will continue in full force and effect.

The invalidity or unenforceability of one provision will not affect the validity or enforceability of any other provision.

A failure or delay by Opti-mized or a customer to exercise or enforce a right, remedy, power, or provision under these Terms does not constitute a waiver of that right or provision.

A waiver relating to one particular event, breach, or circumstance does not constitute a continuing waiver or a waiver of any subsequent event or breach.

Any waiver that is required to be in writing under an applicable agreement will only be effective if provided in accordance with that agreement.

The rights and remedies provided under these Terms are cumulative and do not exclude other rights or remedies available under applicable law unless expressly stated otherwise.

These Terms, together with any applicable proposal, quotation, order form, statement of work, subscription agreement, master agreement, service agreement, purchase agreement, Privacy Policy, and other written document expressly incorporated into the parties’ relationship, constitute the agreement governing the applicable Opti-mized products and Services.

These Terms are intended to supplement, rather than unnecessarily replace, separately negotiated agreements between Opti-mized and its customers.

Where multiple contractual documents apply to the same products, Services, or project, the order of precedence established in Section 19 of these Terms will apply unless the parties expressly agree otherwise in writing.

In general, a separately negotiated and signed agreement will take precedence over these general Terms where the two documents directly conflict.

Customer-issued purchase orders, procurement forms, vendor-registration documents, acknowledgements, or similar administrative documents do not modify these Terms or another Opti-mized agreement merely because they contain additional or different standard terms.

Any amendment, modification, or additional contractual commitment that materially changes an existing written agreement must be accepted in the manner required by that agreement or otherwise agreed to in writing by authorized representatives of the parties.

Representations, discussions, presentations, demonstrations, marketing materials, sales communications, or other statements that are not incorporated into an applicable agreement do not independently create contractual obligations inconsistent with the written terms governing the Services.

Nothing in this section limits rights or obligations arising under applicable law that cannot legally be modified or excluded by contract.

If you have questions regarding these Terms and Conditions, your account, the Opti-mized Services, or your contractual relationship with Opti-mized, you may contact us using the information below:

Opti-mized Solutions Inc.

Email: info@opti-mized.com

Opti-mized may update its contact information from time to time by publishing updated information through its website, platform, or other appropriate communication channel.

Formal legal or contractual notices relating to a separately signed agreement should be delivered in accordance with the notice provisions contained in that agreement.

For general questions regarding privacy or the handling of personal information, customers should also refer to the Opti-mized Privacy Policy.