Terms of Service

Last Updated: April 15, 2020

Welcome to Optacy! These Terms of Service (the “Terms”) and our Privacy Policy govern your access to and use of the Optacy services and the Optacy website, including any mobile applications and other software we provide (collectively, “Optacy” or the “Services”).

By using Optacy, you are agreeing to these Terms. If you do not agree to these Terms, do not use Optacy. If you are using Optacy on behalf of an organization such as your employer, you are agreeing to these Terms on behalf of that organization, and represent and warrant that you have the authority to agree to these terms on the organization’s behalf. In that case, “you” and “your” will refer to that organization.

We may revise the Terms periodically. If a revision is material, as determined solely by us, we will notify you for example via email. The current version of our Terms will always be posted on our Terms page, so please check back regularly. By continuing to use Optacy after revisions become effective, you are agreeing to the revised Terms. Changes will become effective against you upon the conclusion of your then current term (i.e. month or year). If you do not agree to the revised Terms, do not renew Optacy at the end of your term. Unless you are placing an Order Form Subscription (as defined below) with a committed spend of $25,000 or more, we do not individually negotiate these terms.

Your Optacy Account

To use Optacy, you’ll need to create an account, either via Optacy or through a third-party reseller or partner. In the latter case, personal information you provided to that third party, such as your name, email address and other information your privacy settings on that service allow us to access, will be used to create your Optacy account.

You are responsible for safeguarding your Optacy login credentials. You are responsible for activity on your account, whether or not you authorized that activity. You should notify us ASAP of any unauthorized use of your account that you’re aware of, and we’ll do the same.

Your Content

By using Optacy, you may provide us with text, audio content, images, file attachments, and other information (“your content”). You retain full ownership of your content.

You can remove your content by deleting it. However, in certain instances, some of your content may not be completely removed right away (from backups not within our direct control, for example). We are not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.

You are solely responsible for your content and indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Using Optacy

Optacy is owned by Privacy Toll Free, LLC and its licensors and may be protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You may only use Optacy as permitted by law, including all applicable federal, state, local or international laws and regulations. You may not use Optacy in any manner that could reasonably cause harm to the Service, to Privacy Toll Free, LLC or to any third party. For example, do not:

  • Use any engine, software, tool, agent, device, mechanism or the like to access, search, or download intellectual property from Optacy, or use Optacy in any way other than through our publicly supported interfaces;
  • Access, tamper with, or use non-public areas of Optacy, Optacy’s computer systems, or the technical delivery systems of Optacy’s providers;
  • Probe, scan, or test the vulnerability of any Optacy system or network or breach any security or authentication measures;
  • Decipher, decompile, disassemble or reverse engineer any of the software used to provide Optacy;
  • Plant malware or use Optacy to distribute malware;
  • Violate the privacy of others;
  • Impersonate or misrepresent your affiliation with any person or entity; or post or transmit anything that is fraudulent or misleading;
  • Send unsolicited communications, promotions, advertisements or spam or otherwise infringe on others’ rights;
  • Interfere with the access of any user, host or network, including introducing any virus to, overloading, flooding, spamming, or mail-bombing Optacy, or introducing any other material or content which is malicious or technologically harmful;
  • Attack Optacy via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of Optacy;
  • Attempt any of the above, or encourage or enable any other individual to do any of the above.

We have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

CCPA Compliance

For the purpose of complying with the California Consumer Privacy Act of 2018 and any similar laws, (a) Optacy is a “Service Provider” as defined therein, (b) you disclose “Personal Information” (as defined therein) to Optacy solely for a valid business purpose and for Optacy to provide Services, and (c) Optacy will not: (i) sell Personal Information; (ii) retain, use, or disclose Personal Information for a commercial purpose other than providing the Services; and (iii) retain, use, or disclose Personal Information outside of the business relationship between Optacy and you. Optacy understands the foregoing restrictions and will comply with them.

Confidentiality

Confidential Information. From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) non-public, proprietary, and confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, user/client, and marketing information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this confidentiality section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party Confidential Information.

Protection and Use of Confidential Information. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

Compelled Access or Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall to the extent lawful, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.

Copyright Infringement

We respect the intellectual property rights of others, and expect you to do the same.

It is our policy to terminate the Optacy account of anyone who repeatedly infringes the copyright or intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998, Optacy will respond expeditiously to claims of copyright infringement committed using Optacy as reported to our Designated Copyright Agent.

If you believe that any materials you or others access via the Services infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact our Copyright Agent at the address below and provide the following information:

  1. Your full legal name and electronic or physical signature
  2. A description of the copyrighted work or other interest that you believe has been infringed;
  3. Enough information to properly identify and locate that content
  4. Contact information, including your address, telephone number, and email address
  5. The following statements in the body of notice:
    • “I hereby state that I have not authorized the challenged use, and I have a good-faith belief that the challenged use is not authorized by law.”
    • “I hereby state under penalty of perjury that all of the information in the notification is accurate and that I am the owner of the IP, or authorized to act on behalf of the owner of the IP.”

Upon receipt of notice as described above, we will seek to confirm the existence of the IP on Optacy and take whatever action, in its sole discretion, we deem appropriate.

Our designated Copyright Agent for notices of copyright infringement and counter-notices is: Privacy Toll Free, LLC, Attn: Copyright Agent, 2093 PHILADELPHIA PIKE #4678, CLAYMONT, DE 19703; and copyright@optacy.com

Termination

We may terminate or modify your access to and use of Optacy, at our sole but reasonable discretion, at any time and without notice to you, for example, if you are not complying with these Terms, or if you use Optacy in any way that would cause us legal liability or disrupt others’ use of Optacy.

Likewise, you may cancel your account at any time.

If we suspend or terminate your use of Optacy, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may suspend you immediately.

Publicity

Unless you email legal@optacy.com requesting otherwise, Optacy may use your name, logo and marks to identify you as an Optacy customer on Optacy’s website and other marketing materials.

Warranty Disclaimers

Optacy IS PROVIDED “AS IS,” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Optacy is not a law firm and does not provide legal advice, and you should not construe any content made available in connection with the Service as legal advice.  Privacy Toll Free, LLC will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of Optacy. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Mutual Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, PROFIT, DATA, GOOD WILL, SERVICE INTERRUPTIONS, COMPUTER DAMAGE OR SYSTEM FAILURE), REGARDLESS OF LEGAL THEORY, WHETHER OR NOT A PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OR ARISING OUT OF THE SERVICE SHALL NEVER EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO PRIVACY TOLL FREE, LLC FOR THE PAST TWELVE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.

Terms of Paid Subscriptions

You may purchase a subscription to the Services via the Optacy website (“Online Subscription”) or pursuant to an ordering document (“Order Form Subscription”). If you purchase a subscription to the Services, the following terms of subscription will apply to you:

Subscription Term. The Services are provided on a subscription basis for a term defined in the Online Subscription, or on the Order Form Subscription, as applicable (each, a “Subscription Term”).

Cancellation. You may cancel your subscription at any time; however, you are responsible for advance payment of the entire Subscription Term. Fees are non-refundable based on the Subscription Term purchased and not actual usage. Payment obligations for the Subscription Term to which you subscribe are noncancelable.

Renewals. For Online and Order Form Subscriptions, each Subscription Term will automatically renew for an additional Subscription Term equal in length to the original Subscription Term, unless cancellation is requested in writing (including by email to support@optacy.com) at least thirty (30) days prior to the expiration of the then-current Subscription Term.

Upgrades and Downgrades. Plan upgrades are effective immediately. If you’re upgrading from an annual plan, we will apply a pro-rata credit to your account based on the number of whole months remaining in your plan. We do not apply credits to upgrades from monthly plans, or to any service downgrades, so you may wish to make account changes at the end of the applicable service period. 

Billing and Payment. If you purchase a subscription to the Services via credit card, debit card or other payment card (collectively, “Credit Card”), you hereby authorize Optacy (or its designee) to automatically charge your Credit Card in accordance with the applicable Online Subscription or Order Form Subscription. You acknowledge that certain Credit Cards may charge you foreign transaction fees or other charges. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to Optacy. Any Service tier upgrade beyond the scope of the initial Online Subscription or Order Form Subscription, as applicable, will incur an additional charge, and will be included in a true-up invoice or charged automatically via Credit Card, as applicable.

Late Payments. Notwithstanding the mutual limitation of liability described above, any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the reasonable costs of collection). Optacy may terminate your subscription if you fail to promptly pay any outstanding fees.

Taxes and Fees.You are responsible for all sales, use, value added or other taxes of any kind, other than taxes based on Optacy’s net income. You are also responsible for any payment-related fees such as wire transfer or Credit Card processing fees.

Expenses. You are responsible for all fees or expenses related to accessing or using the Services that are extrinsic to the Services. This includes, without limitation, your own internet service provider fees.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the state and federal courts located in New York County, New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that any claim you may have against us, including our past and present employees and agents, shall be brought individually and you shall not join such claim with claims of any other person or entity or bring, join or participate in a class action against us. These Terms constitute the entire and exclusive agreement between you and Privacy Toll Free, LLC, and supersede and replace any other agreements, terms and conditions. These Terms create no third party beneficiary rights. A party’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact us at legal@optacy.com.