LEGAL

Terms of Service

Effective date: March 1, 2026

1. Agreement to Terms

By accessing optimra.agency ("the Site") or engaging Optimra's services, you agree to these Terms of Service. If you do not agree, do not use the Site or engage our services. These terms apply to all visitors, clients, and anyone who accesses the Site.

2. Services

Optimra provides email infrastructure auditing, list architecture consulting, flow development, campaign optimization, and ongoing email program management ("Services"). The specific scope of Services for each client is defined in a separate Statement of Work (SOW) or engagement agreement.

Services are advisory and implementation-based. We do not guarantee specific revenue outcomes, deliverability scores, or performance metrics. Results depend on factors including but not limited to: client cooperation, market conditions, product quality, and ISP algorithm changes.

3. Client Obligations

When engaging our Services, you agree to:

  • Provide accurate and complete information about your business, email program, and technical infrastructure.
  • Grant necessary access to your ESP, DNS records, and analytics platforms as required for service delivery.
  • Designate a point of contact who can make decisions and provide timely approvals (within 3 business days unless otherwise agreed).
  • Comply with all applicable email marketing laws including CAN-SPAM, GDPR, CASL, and any jurisdiction-specific regulations.
  • Not use our Services to send unsolicited bulk email, spam, or any communications that violate applicable law.

Failure to meet these obligations may result in delayed timelines, reduced effectiveness, or termination of the engagement.

4. Fees and Payment

  • Audit engagements: Fixed fee, invoiced upon engagement start. Payment due within 7 days of invoice.
  • System build engagements: Monthly retainer invoiced at the start of each month. Payment due within 14 days of invoice.
  • Ongoing optimization: Monthly retainer invoiced at the start of each month. Payment due within 14 days of invoice.

Late payments incur a 1.5% monthly fee on the outstanding balance. If payment is more than 30 days overdue, we reserve the right to pause all Services until the account is current.

All fees are non-refundable once work has commenced, except as specified in the engagement agreement.

5. Intellectual Property

Our IP

All methodologies, frameworks, segmentation models, reporting templates, and proprietary tools developed by Optimra remain our intellectual property. You receive a non-exclusive, non-transferable license to use deliverables produced during your engagement for your internal business purposes.

Your IP

You retain ownership of your brand assets, email content, customer data, product information, and any materials you provide to us. We do not claim ownership over your data or content.

Case studies

We may use anonymized, aggregated data from your engagement for case studies, benchmarking, or marketing purposes. We will not identify you or your brand without written permission.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This includes but is not limited to: financial data, customer lists, strategic plans, pricing, and technical infrastructure details.

Confidentiality obligations survive termination of the engagement for a period of 2 years.

Exceptions: information that is publicly available, independently developed, or required to be disclosed by law.

7. Limitation of Liability

To the maximum extent permitted by law:

  • Optimra's total liability for any claims arising from the Services is limited to the total fees paid by the client in the 3 months preceding the claim.
  • We are not liable for indirect, incidental, consequential, or punitive damages, including lost revenue, lost data, or business interruption.
  • We are not liable for deliverability outcomes caused by ISP algorithm changes, client actions taken outside our recommendations, or third-party platform failures.

8. Termination

  • By client: You may terminate the engagement with 30 days written notice. Fees for the current billing period are non-refundable.
  • By Optimra: We may terminate the engagement with 30 days written notice, or immediately if the client breaches these Terms, engages in illegal activity, or fails to pay invoices for more than 30 days.
  • Effect of termination: Upon termination, we will revoke all access to your ESP and systems within 7 business days, deliver any outstanding reports or deliverables completed to date, and delete stored credentials.

9. Disclaimer

The content on this Site is for informational purposes. It does not constitute professional advice specific to your situation. The data, statistics, and case studies presented are based on past client engagements and may not reflect your future results.

The Site and Services are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Governing Law

These Terms are governed by and construed in accordance with applicable law. Any disputes arising from these Terms or our Services will be resolved through good-faith negotiation first, and if necessary, binding arbitration.

11. Changes to Terms

We reserve the right to modify these Terms at any time. Changes take effect when posted on this page. Continued use of the Site or Services after changes are posted constitutes acceptance. Material changes will be communicated to active clients via email.

12. Contact

For questions about these Terms:

hello@optimra.agency