Terms & Conditions

Your use of Optimize5 (a DBA of SV Consulting) services including the services Optimize5 makes available through this website (the “Site” or “Optimize5 Site”)and any content (“Optimize5 Content”) made available through this website (collectively the “Services”) is governed by these terms and conditions (the “Terms”). Please read these terms carefully before using the Services.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE OPTIMIZE5 SERVICES OR POSTING OR ACCESSING ANY CONTENT VIA OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR OPTIMIZE5 CONTENT.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

1. No license granted by Optimize5

Optimize5 purchases and manages the software licenses associated with the Services provided to you by Optimize5. You are permitted to use the Services internally within the company for the purpose of obtaining insights and analysis to optimize your website(s) and related campaigns. Except as expressly authorized by Optimize5, you agree not to reproduce, duplicate, copy, sell, trade, resell, permit access, modify, create derivative works, or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services or computer code that powers the Services.

2. User Accounts/Personal Information

In the course of using the Services, you may be required to provide Optimize5 personally identifiable information, including contact information, username and password (“Credentials”). Optimize5 handles such information with the utmost attention, care and security. Nonetheless, you, not Optimize5, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify Optimize5 promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Optimize5 of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Optimize5 immediately.

3. User-generated content

By making available any user-generated content (“User Content”) through the Services, you hereby grant to Optimize5 a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services. Optimize5 does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Optimize5 the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or Optimize5’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Optimize5 reserves the right (but shall have no obligation) to remove any or all User Content from the Services in its sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a take down request from Optimize5. In the event that you elect not to comply with a request from Optimize5 to take down certain User Content, Optimize5 reserves the right to directly take down such User Content.

4. Third Party Services/Materials

As part of the Services, the Company will create posts on your Google Business Profile, Facebook, various website directories, and other websites deemed relevant by you and the Company (collectively the “Posts”). You may be able to access or use third party services, resources, content or information (“Third Party Materials”) via Optimize5. By using Optimize5 to find material on the Internet, you instruct Optimize5 to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Optimize5 disclaims any liability that you may incur arising from your access to or use of such Third Party Materials or User Content via Optimize5. You acknowledge and agree that Optimize5: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials does not imply any endorsement by Optimize5 of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for backing up and making copies of any Third Party Material that you wish to preserve.

5. Compliance with 3rd Party Review site policies

Businesses using the Optimize5 platform, as well as Optimize5, agree to adhere to the Terms of Service of all major review sites. This includes but is not limited to Google, Facebook, Yelp, and other review sites. As such, these Terms and Conditions hereby incorporate the Terms and Conditions of those respective third party websites. While Optimize5 will create Posts on your behalf and abide by the Terms and Conditions of these third party websites, Optimize5 cannot guarantee and cannot be held liable for the removal of any Posts that makes that may be removed by a third party’s website for any alleged violations of that third party website’s Terms and Conditions.

Review gating: Businesses using Optimize5 cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.

When soliciting reviews using the Optimize5 platform, businesses must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.

Sites prohibiting solicitation of reviews: Businesses using Optimize5 will fully comply with sites such as Yelp that prohibit review solicitation, and will not misuse the Optimize5 platform to bypass review sites’ policies.

Failure to comply with 3rd Party Review site policies: If a business attempts to circumvent the Terms of Service of 3rd party review sites, Optimize5 will notify the business and allow them 30 days to take corrective action. Should the business fail to comply within the 30-day notice period, their account will be suspended from Optimize5.

6. Third party software

Optimize5 services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

7. Eligibility of Use

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

8. Restrictions On Use

You agree not to do any of the following while using the Site, Services or Optimize5 Content:

Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).

Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, Optimize5’s name, any Optimize5 trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Optimize5’s express written consent;

Access, tamper with, or use non-public areas of the Site or Services, Optimize5’s computer systems, or the technical delivery systems of Optimize5’s providers;

Attempt to probe, scan, or test the vulnerability of any Optimize5 system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Optimize5 or any of Optimize5’s providers or any other third party (including another user) to protect the Site, Services or Optimize5 Content;

Attempt to access or search the Site, Services or Optimize5 Content or download Optimize5 Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Optimize5 or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing an Optimize5 trademark, logo URL or product name without Optimize5’s express written consent;

Use the Site, Services or Optimize5 Content for the purpose of bringing an intellectual property infringement claim against Optimize5 or for the purpose of creating a product or service competitive with the Services.

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Optimize5 Content to send altered, deceptive or false source- identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Optimize5 Content;

Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Site;

Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;

Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Optimize5 will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent permitted by law. Optimize5 may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Optimize5 has no obligation to monitor your access to or use of the Site, Services or Optimize5 Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Optimize5 reserves the right, at any time and without prior notice, to remove or disable access to any Optimize5 Content and any User Content, that Optimize5, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.

9. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at team@optimize5.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Optimize5 and you hereby agree to irrevocably assign to Optimize5 all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Optimize5s request and expense, you will execute documents and take such further acts as Optimize5 may reasonably request to assist Optimize5 to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

10. Ownership

The Site, Services and Optimize5 Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Optimize5 and its licensors exclusively own all right, title and interest in and to the Site, Services and Optimize5 Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Optimize5 Content. Optimize5 claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.

11. Trademark

All trademarks, service marks, logos, trade names and any other proprietary designations of Optimize5 used herein are trademarks or registered trademarks of Optimize5. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

12. Changes to Services or Terms

Optimize5 reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any provided services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. Please visit this page regularly to review these Terms for any changes.

13. Termination

Without limiting other remedies, Optimize5 may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, Optimize5 may notify authorities or take any actions it deems appropriate, without notice to you, if Optimize5 suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms and Conditions or any policies or rules established by Optimize5; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Optimize5 users, Optimize5 or any other third parties or the Site or Services.

Without limiting any other terms of these Terms and Conditions, you may stop using the Site and Services at any time.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms and Conditions will immediately cease. Optimize5 will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, OPTIMIZE5 SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.

Any suspension, termination or cancellation will not affect your obligations to Optimize5 under these Terms and Conditions (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

14. Pricing and Billing

Please see contract for information regarding pricing and billing for these Services. If you have any questions about Optimize5’s billing policies, please contact Optimize5 at team@optimize5.com.

15. Privacy Policy

Please see Optimize5’s Privacy Policy for information and notices concerning Optimize5’s collection and use of your personal information. If you have any questions about the Optimize5 Privacy Policy, please contact Optimize5 at team@optimize5.com.

16. Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

OPTIMIZE5, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPTIMIZE5 ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

NOTHING IN THESE TERMS, INCLUDING SECTIONS 16, 17 and 18, SHALL EXCLUDE OR LIMIT OPTIMIZE5’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

17. Indemnification

You agree to defend, indemnify, and hold Optimize5, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site, Services or Optimize5 Content, or your violation of these Terms.

18. Limitation of Liabilities

Payment for the Services through your invoice will act as confirmation that you agree to absolve Optimize5 of any liability as it pertains to business outcomes directly or indirectly resulting from the Services provided.

SUBJECT TO SECTION 17 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPTIMIZE5, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON OPTIMIZE5’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT OPTIMIZE5 HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OPTIMIZE5’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY CLIENT TO OPTIMIZE5 UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.

19. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below

DMCA Notice of Alleged Infringement (“Notice”)

• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
• Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
• Include both of the following statements in the body of the Notice:
o “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent , or the law (e.g., as a fair use).”
o “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed to: team@optimize5.com.

20. Entire Agreement, Governing law, Severability, Non-waiver, Assignment

These Terms, together with our Privacy Policy constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Optimize5 to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Optimize5 must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Arkadia, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

21. Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms and Conditions or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

22. Compliance with Laws & Regulations

You acknowledge and agree that Optimize5’s Services merely helps Companies publish their Marketing Promotions and Business Profiles and that the Services provides no safeguards that ensure that you operate your Marketing Promotion or your company or industry’s regulations properly or legally. You further acknowledge and agree that you are responsible for providing Marketing Promotion rules, terms, conditions, privacy policies or statements and ensuring that your Marketing Promotion complies with applicable laws, rules, and regulations. You hereby represent, warrant, and covenant that you will comply with all applicable laws, rules, and regulations in the creation, operation and completion of your Marketing Promotion(s), including without limitation in connection with all advertising and marketing associated with your Marketing Promotion(s). You further represent, warrant, and covenant that you will comply with all statements and promises made to Entrants, except to the extent such statements and promises violate applicable laws, rules, or regulations. You agree to indemnify, defend and hold harmless Optimize5 and their respective officers, directors, employees, consultants, agents, representatives, professional advisors, and contractors from any and all third-party claims, losses, liability, damages and/or costs (including attorneys’ fees and costs) arising from your use of the Services, your violation of these Terms of Service or any other agreement between you and  Optimize5, your actual or alleged violation of any law, rule, or regulation associated with your Promotion(s), and/or infringement by any Entrants in your Marketing Promotion(s), of any intellectual property or other right of any person or entity. Optimize5 will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage or cost. These Terms of Service will inure to the benefit of Optimize5’s successors, assigns and licensees.

23. Contact Us

If you have any questions about these Terms, please contact Optimize5 at team@optimize5.com.