Terms & Conditions

Last updated December 27, 2023

These Terms and Conditions, together with the acknowledged Agreement of Purchase (the “Purchase”), constitute a singular binding agreement (the “Agreement”) between OptZoom LLC., a Florida corporation (“OptZoom”), and the client whose name appears on the Purchase(the “Client”)(together, the “Parties”). By acknowledging this Agreement, Client acknowledges that Client has read and understands this Agreement in its entirety, including these

1. SCOPE OF SERVICES

By purchasing OptZoom services, Client has retained OptZoom to perform the services described in the Purchase Plan. OptZoom shall not be responsible for performing any services other than those services expressly described in the Proposal, unless otherwise expressly agreed in a separate writing signed by both Parties.

2. PAYMENT

Client agrees to pay OptZoom in accordance with the payment terms described in the Purchase. In the event Client fails to make any payment owed to OptZoom by its due date, the Client shall be liable to OptZoom for the full amount owed plus interest at the rate of 1.5% per month. In the event any payment by Client is returned, Client: (1) shall be responsible to OptZoom for any chargeback or other fee(s) it incurs in connection with the returned payment; and (2) shall immediately provide payment to OptZoom, in full, in certified funds.

3. PROJECT CONFIRMATION

In the event the Purchase contains web development services within the scope of services to be provided by OptZoom, OptZoom will provide written notice (which may be sent via email) to Client on the day the website is available for Client testing on a private (i.e., not available to the public) server. Once Client is satisfied with the website (including, but not limited to, functionality and design), Client shall direct OptZoom to launch the website to the public. Any requested modifications) to the website must be received in writing (may be writing via email) by OptZoom prior to Client directing OptZoom to launch the website to the public. By directing OptZoom to launch the website, Client shall be deemed satisfied with OptZoom’s deliverables and OptZoom shall have no further obligation or liability to Client

4. REPRESENTATIONS AND WARRANTIES

Client represents and warrants to OptZoom that Client is lawfully permitted to use all content provided to OptZoom in connection with this Agreement, including, but not limited to, names, brand names, logos, text, photographs, images, depictions, and videos. The individual accepting this Agreement on behalf of Client hereby warrants and represents that he or she has the appropriate and necessary authority to bind Client to this Agreement.

5. NON-DISPARAGEMENT

As a material inducement to this Agreement being entered, Client does hereby promise, warrant, and represent that Client will not directly or indirectly, through any means or instrumentality, including through any agent, employee, officer, director, manager, partner, person, or third-party, publish, communicate, post, click, utter, threaten, disclose, reveal, write, email, text, state, verbalize, transmit, send, or deliver any negative, unfavorable, unkind, rude, slanderous, libelous, disparaging, unpleasant, mean, cruel, malicious, hurtful, ill-natured, unfriendly, picture, image, rating, review, statement, or communication in written, electronic, or any other form (hereinafter “publication”) to any person, or on the internet, concerning or identifying, directly or indirectly OptZoom or its employees, agents, officers, and independent contractors. In addition to any other rights or remedies OptZoom may possess, OptZoom shall be entitled to recover from Client liquidated damages of fifty percent of this Agreement multiplied by each publication whether through Client or shared by others, and which includes each time said publication is delivered to a third party, which Client agrees is reasonable and not a penalty. Client further agrees that OptZoom will be entitled to immediate injunctive and/or other equitable relief to prevent a breach of this non-disparagement provisions, and reasonable attorney’s fees, and costs incurred in enforcing this paragraph.

6. INDEMNIFICATION

Client agrees to indemnify, defend, and hold forever harmless OptZoom from any and all claims, actions, suits, proceedings, judgments, settlements, liabilities, losses, damages (of any nature whatsoever), penalties, fines, costs, and attorney's fees (at all trial and appellate levels) arising out of the performance of the services set forth in this Agreement, including but not limited to the use of all names, brand names, logos, text, photographs, images, depictions, and videos Client provides to OptZoom in connection with this Agreement (collectively, “Claims”). OptZoom shall notify Client of any such Claim, and if Client does not promptly fulfill its indemnification obligations herein, then OptZoom may, in its sole discretion, undertake to defend, settle, or compromise any such Claim, and recover all damages, costs, and attorney's fees as set forth above from Client. This provision shall survive termination.

7. ATTORNEYS FEES

In the event OptZoom prevails in any dispute, controversy, or claim arising out of, in connection with, or otherwise relating to this Agreement or the parties or their employees and agents, regardless of whether instituted by OptZoom or Client, OptZoom shall be entitled to recover from the Client all of its reasonable attorney’s fees, costs, and expenses incurred at all trial and appellate levels and for collection.

8. NO WAIVER

Any delay by OptZoom in enforcing its rights pursuant to this Agreement shall not be deemed a waiver by OptZoom. No waiver of any provision of this Agreement by OptZoom shall be valid unless in writing and signed by OptZoom.

9. SECURITY

To secure the payment and performance by Client of the obligations hereunder, Client grants OptZoom its successors and assigns, an unconditional, unlimited, continuing, first-priority, security interest in, and does hereby assign, transfer, convey, pledge, hypothecate and set over to OptZoom, its successors and assigns, all of the right, title and interest concerning, relating to, or arising out of any and all: websites; social media; internet accounts; apps; intellectual property; graphics; designs; and the likes of any of the foregoing; whether now owned or hereafter acquired or developed for or on behalf of Client by OptZoom. At any time upon OptZoom’s request, Client shall execute and deliver to OptZoom any other documents requested by OptZoom for the purpose of properly documenting and perfecting its security interests to the collateral granted hereunder, including any additional security. The foregoing collateral and property shall remain the property of OptZoom, and the security interest created hereunder and OptZoom’s possessory interest therein shall terminate following Client’s full and final payment and performance of all of its obligations to OptZoom.

10. GOVERNING LAW AND VENUE

This Agreement shall be construed and governed exclusively by the laws of the State of Florida, without giving effect to its conflict of law’s provisions. Venue for any action to construe and/or enforce the terms of this Agreement shall only be determined exclusively in the County or Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.

11. WAIVER OF JURY TRIAL

The parties to this agreement know and understand that they may have a constitutional right to a jury trial. The parties acknowledge that any dispute that may arise out of this agreement will involve complex factual and legal issues. The parties hereby waive any right to trial by jury in any proceeding arising out of or relating to this agreement the parties, and their employees and agents. The parties intend that this waiver of the right to a jury trial be as broad as permissible by law.

12. LIMITATION OF LIABILITY

It is understood and agreed that OptZoom’s liability, whether in contract, in tort (including negligence), or otherwise, shall not exceed the actual amounts paid by Client to OptZoom pursuant to this Agreement. Under no circumstances shall OptZoom be liable for delays, loss of data or imagery, utility or power loss, loss of internet, website crashes, security breaches, theft, vandalism, cyber-crimes, hacking, account takeovers, ransomware, special, indirect, or consequential damages, including but not necessarily limited to lost profits, delays, loss of date or imagery, utility or power loss, loss of internet, website crashes, security breaches, theft, vandalism, cyber-crimes, hacking, account takeovers, ransomware, graphic design, strategy photography, TVC, illustration and marketing are all highly creative and subjective art forms. As such OptZoom will take suggestions but will not be responsible for variations between expectation and outcome. loss of business relationships, damage to reputation, or loss of goodwill.

13. WAIVER OF WARRANTIES

No express or implied warranties of merchantability or fitness for any particular purpose, warranties of title, or any other warranties, shall apply to services provided by OptZoom pursuant to this agreement and all such warranties are expressly disclaimed.

14. NO ASSIGNMENT

The rights and obligations of the Parties set forth in this Agreement are considered personal in nature and may not be assigned without the prior written consent of OptZoom, which may be withheld in OptZoom’s sole discretion. Staff selection for Client’s projects are solely and exclusively within OptZoom’s discretion.

15. AMENDMENTS OR MODIFICATIONS

Any amendment or modification of this Agreement must be in writing and signed by both Parties hereto. For the purposes of this paragraph, e-mail communications do not constitute “writing.” Any purported amendments or modifications to this Agreement made via email shall not be enforceable against any of the Parties.

16. SEVERABILITY

If any provision of this Agreement is deemed to be illegal, invalid, or unenforceable for whatever reason, the legality, validity, and enforceability of the remaining provisions shall not be affected.

17. FORCE MAJEURE

OptZoom will not be liable for any failure to perform its services due to any contingency beyond its reasonable control, including but not necessarily limited to natural disasters, fires, floods, wars, or legal restrictions.

18. ENTIRE AGREEMENT

This Agreement contains all of the terms and conditions agreed upon between Client and OptZoom concerning services to be performed by OptZoom. Any other prior negotiations, representations, agreements, or promises, whether oral or written, are of no force or effect, and Client represents that Client has not relied on them. In the event of a conflict between the Purchase and these Terms and Conditions, these Terms and Conditions shall control.

18. ENTIRE AGREEMENT

This Agreement contains all of the terms and conditions agreed upon between Client and OptZoom concerning services to be performed by OptZoom. Any other prior negotiations, representations, agreements, or promises, whether oral or written, are of no force or effect, and Client represents that Client has not relied on them. In the event of a conflict between the Purchase and these Terms and Conditions, these Terms and Conditions shall control.

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