OPTIMALITY SUBSCRIPTION AGREEMENT (v1.0)
Effective Date: 18th February 2026
Last Updated: 18th February 2026
This Optimality Subscription Agreement (“Agreement”) is entered into between Optimality, Inc., a Delaware corporation (“Optimality,” “we,” “us,” or “our”), and the entity or individual accepting this Agreement (“Customer,” “you,” or “your”).
By creating an account, clicking “I Agree,” or accessing or using the Subscription Service, you agree to be bound by this Agreement.
1. DEFINITIONS
“Subscription Service” means Optimality’s cloud-based execution intelligence platform, including Optimality Flow and related features made available under a paid or free subscription.
“AI Features” means any artificial intelligence, machine learning, or automated functionality within the Subscription Service, including but not limited to meeting transcription, Kanban task generation, contextual recommendations, and future graph-based decision features.
“Customer Data” means all data, documents, content, materials, and information submitted to or processed within the Subscription Service by or on behalf of Customer.
“Users” means employees, contractors, or agents authorized by Customer to access the Subscription Service.
“Subscription Term” means the period during which Customer is authorized to use the Subscription Service.
“Order” means the online subscription checkout process or mutually executed order form specifying plan, pricing, and term.
2. ACCESS AND USE
2.1 License Grant
Subject to this Agreement and payment of applicable fees, Optimality grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Subscription Service during the Subscription Term.
Customer may permit its Users to access the Subscription Service solely for Customer’s internal business purposes.
2.2 Restrictions
Customer shall not:
- Reverse engineer, decompile, or attempt to discover source code
- Resell, sublicense, or distribute the Subscription Service
- Use the Subscription Service to build a competing product
- Use the Subscription Service for unlawful purposes
- Interfere with system integrity or performance
3. SUBSCRIPTION TERM AND RENEWAL
3.1 Term
The Subscription Term begins on the date of purchase and continues for the period selected at checkout (monthly or annual).
3.2 Automatic Renewal
Subscriptions automatically renew for successive periods equal to the initial term unless canceled prior to renewal through the account billing settings.
3.3 Cancellation
Customer may cancel at any time. Cancellation becomes effective at the end of the current billing period. Fees are non-refundable except where required by law.
3.4 Free Trial
Optimality may offer a fourteen (14) day free trial of the Subscription Service (“Free Trial”). If Customer enrolls in a Free Trial:
- Customer must provide a valid payment method at the time of signup.
- Customer will not be charged during the fourteen (14) day Free Trial period.
- Unless Customer cancels prior to the expiration of the Free Trial, the Subscription will automatically convert to a paid subscription at the end of the Free Trial.
- Customer authorizes Optimality to automatically charge the designated payment method for the applicable subscription fees on the first day following the Free Trial period.
- Cancellation during the Free Trial will prevent any charges.
Optimality reserves the right to modify, limit, or discontinue Free Trial offers at its discretion.
4. FEES AND PAYMENT
4.1 Fees
Customer agrees to pay all fees specified in the applicable Order.
4.2 Payment Method
Customer authorizes Optimality to charge its designated payment method on a recurring basis.
Payments are processed through third-party payment processors (e.g., Paddle). Use of such processors is subject to their separate terms.
For subscriptions initiated with a Free Trial, charges will be applied automatically at the conclusion of the Free Trial period unless canceled in accordance with Section 3.4.
4.3 Failed Payments
If payment fails:
- We may retry billing
- We may suspend access
- We may terminate for non-payment
4.4 Taxes
Fees exclude applicable taxes. Customer is responsible for all applicable sales, VAT, GST, or similar taxes.
5. CUSTOMER DATA
5.1 Ownership
Customer retains all rights, title, and interest in Customer Data.
5.2 License to Process
Customer grants Optimality a limited license to process Customer Data solely to provide, maintain, and improve the Subscription Service.
5.3 Aggregated Data
Optimality may use aggregated, anonymized data derived from Customer Data to improve the Subscription Service, provided such data does not identify Customer.
6. AI FEATURES
6.1 AI Output Disclaimer
AI Features may generate outputs based on Customer Data (“AI Output”).
Customer acknowledges:
- AI Output may be incomplete or inaccurate
- AI Output requires human review
- Customer is solely responsible for decisions made based on AI Output
6.2 Model Improvement
Unless Customer opts out where applicable, Optimality may use anonymized usage data to improve AI models.
6.3 Third-Party AI Providers
Certain AI Features may rely on third-party providers. Customer Data may be processed by such providers in accordance with our Privacy Policy and Data Processing Addendum.
7. SECURITY AND COMPLIANCE
Optimality maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.
Optimality is SOC 2 Type II certified.
Details regarding data processing are setforth in the Data Processing Addendum (if applicable).
8. CONFIDENTIALITY
Each party agrees to protect the other party’s Confidential Information using reasonable care and not to disclose it except as required to perform under this Agreement or by law.
Customer Data is deemed Customer Confidential Information.
9. INTELLECTUAL PROPERTY
Optimality retains all rights, title, and interest in and to:
- The Subscription Service
- AI models and algorithms
- Documentation
- Software
- Trademarks
This Agreement does not grant ownership of the Subscription Service.
10. WARRANTIES AND DISCLAIMERS
10.1 Performance Warranty
Optimality warrants the Subscription Service will be provided in a manner consistent with generally accepted industry standards.
10.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE SUBSCRIPTION SERVICE IS PROVIDED “AS IS.”
WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
AI FEATURES ARE PROVIDED WITHOUT ANY WARRANTY OF ACCURACY OR FITNESS FOR DECISION-MAKING.
11. INDEMNIFICATION
11.1 Customer Indemnification
Customer will indemnify Optimality against claims arising from: Customer Data, Customer misuse, Violation of law
11.2 Optimality Indemnification
Optimality will defend Customer against third-party claims alleging the Subscription Service infringes intellectual property rights, subject to limitations.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
- OPTIMALITY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM
THIS LIMITATION DOES NOT APPLY TO PAYMENT OBLIGATIONS OR INDEMNIFICATION.
13. SUSPENSION AND TERMINATION
Optimality may suspend access if:
- Fees are overdue
- Customer violates this Agreement
- Use threatens system security
Upon termination:
- Access ceases
- Customer may retrieve data for 30 days
- Data may be deleted thereafter
14. GOVERNING LAW
This Agreement is governed by the laws of the State of Delaware USA, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware.
15. EXPORT COMPLIANCE
Customer represents it is not located in a sanctioned country and is not on any U.S. government denied-party list.
16. PUBLICITY
Optimality may list Customer name and logo as a customer reference unless Customer provides written opt-out notice.
17. MISCELLANEOUS
- This Agreement constitutes the entire agreement.
- Amendments may be made by posting updated terms.
- If any provision is invalid, the remainder remains in effect.
- This is a services agreement, not a sale of goods.
