1. Introduction

Welcome to Optifia Sales Roleplay! Before accessing our Service, please read these Terms of Service carefully.

These Terms of Service ("Terms") constitute an agreement between Optifia LLC ("Optifia", "we", "us") and you or the organization, company, or other entity that you represent ("Customer", "you", "your"). Customer is defined as the entity for which Optifia has created and communicated login credentials for accessing the Service.

These Terms govern Customer's use of the Optifia Sales Roleplay service (the "Service"). By accessing or using the Service, you confirm that you have read and understood these Terms, and agree to be bound by them, including the Data Processing Addendum below. If you do not agree with these Terms, you should not use the Service.

Customer may authorize end users (employees, contractors, or agents) to access the Service on its behalf ("Users"). Customer is responsible for all actions taken by its Users in connection with the Service, including ensuring that Users comply with these Terms. Customer agrees to take all reasonable steps to ensure that its Users are aware of and comply with these Terms.

Data Processing Addendum: The Data Processing Addendum ("DPA") below is an integral part of these Terms. By accepting these Terms, you also agree to the terms set out in the DPA, which governs the processing of any personal data in connection with the Service.

You represent and warrant that you either have the authority to enter into legally binding contracts on behalf of Customer or are one of the Users who has been authorized to use the Service by the Customer.

2. Description of Service

The Service is a conversational AI tool designed to assist businesses in sales-related tasks. The Service is offered with the goal of gathering feedback and learning from user interactions. The service is currently free of charge but that may change in the future. The Service is experimental and offered on a trial basis.

3. Content

3.1. Definition of Content: Customer and Users may provide data, text or speech inputs, or other materials to the Optifia Sales Roleplay service ("Input"), which the Service will process to generate outputs ("Output"). Collectively, Input and Output are referred to as Content. You are responsible for ensuring that all Content complies with applicable laws and these Terms. By providing Input, you confirm that you have all necessary rights, licenses, and permissions to submit such Input to the service.

3.2. Ownership of Content: As between you and Optifia, and to the fullest extent permitted by law, we hereby assign to you any and all rights, title, and interest, if any, that we may have in the Output. This assignment does not extend to similar or identical outputs generated for other users by the service or to any third-party content.

3.3. Similarity of Service Outputs: Due to the nature of the Optifia Sales Roleplay and the underlying artificial intelligence technology, the Service Output generated for you and Users may be similar or identical to outputs generated by the Service for other customers and users. Our assignment of rights to you regarding your Output does not affect the rights of other customers and users to their respective outputs.

3.4. Use of Content by Optifia: We may use Content to operate, maintain, develop, and improve the Optifia Sales Roleplay service, comply with legal obligations, enforce our policies, and ensure the security and integrity of our services.

3.5. Accuracy and Reliability of Service Output: We are continually working to improve the accuracy, reliability, and effectiveness of the Optifia Sales Roleplay. However, due to the probabilistic nature of these technologies, the Service Output may occasionally be inaccurate or may not reflect real-world facts, individuals, or circumstances. Since the service is experimental, we do not provide any guarantees about the availability and reliability of the service.

3.6. Acknowledgement: When using the Optifia Sales Roleplay, you acknowledge and agree:

• Output may not always be accurate or correct. It should not be relied upon as the sole source of factual information or as a substitute for professional advice.
• You are responsible for verifying the accuracy and appropriateness of the Output for your specific needs, including obtaining human review when necessary, before using or disseminating any Output.
• You must not use any Output related to an individual for purposes that could have legal or significant personal consequences, such as decisions regarding credit, education, employment, housing, insurance, legal matters, medical issues, or other critical situations.
• The service may generate incomplete, inaccurate, or potentially offensive content that does not represent the views of Optifia. If the Output references third-party products or services, this should not be interpreted as an endorsement or affiliation with Optifia.

4. Use of Service

4.1. License: Optifia LLC grants you a non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the trial period.

4.2. Restrictions: You agree not to (a) use the Service for any unlawful purposes, (b) reverse engineer, decompile, or otherwise attempt to discover the source code or underlying components of the Service, (c) use the Service in any manner that could damage, disable, overburden, or impair the Service.

4.3. Prohibited Data: You agree not to submit, input, or otherwise make available to the Service any Personal Data, Sensitive Data, or any confidential or sensitive information related to your business or any third party. "Personal Data" and "Sensitive Data" include, but are not limited to, personally identifiable information (PII), protected health information (PHI), financial information, or any other information that is protected under applicable data protection laws.

5. Account and Security

5.1. Account Responsibilities: You are responsible for maintaining the confidentiality of account credentials and for all activities that occur under your account (for clarity, this includes accounts of Users). You must notify us immediately of any unauthorized use of accounts.

5.2. Security Measures: Optifia LLC implements reasonable security measures to protect your data. However, we cannot guarantee absolute security, and you acknowledge that you provide your data at your own risk.

6. Feedback and Data Usage

6.1. Feedback: By providing feedback from Customer and Users to Optifia LLC regarding the Service, you grant Optifia LLC a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Service or any other products or services.

6.2. Data Usage: You agree that Optifia LLC may use Content and any additional data generated through your use of the Service to improve the Service. Such data may be analyzed in aggregate and anonymized to enhance the functionality, accuracy, and overall performance of the Service.

7. Confidentiality

7.1. Confidential Information:"Confidential Information" refers to all non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential. You agree not to disclose or use any Confidential Information of Optifia LLC for any purpose outside the scope of these Terms and Optifia LLC agrees not to disclose or use your Confidential Information for any purpose outside the scope of these Terms, except that each party may share Confidential Information with its employees, agents, contractors, and third-party service providers who are bound by confidentiality obligations.

7.2. Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) is independently developed by the receiving party; (c) was already in the receiving party's possession; or (d) is disclosed pursuant to legal requirements, provided that the disclosing party is given prompt notice of such disclosure where permitted by law.

8. Limitation of Liability

8.1. Disclaimer of Warranties: OUR SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

8.2. Use at Your Own Risk: YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

8.3. Liability Cap:

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

Our AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

9. Indemnification

You agree to indemnify, defend, and hold harmless Optifia LLC from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your breach of these Terms, or your violation of any rights of a third party.

10. Termination

Optifia LLC may terminate or suspend your access to the Service at any time, with or without cause, with immediate effect. Upon termination, your right to use the Service will immediately cease.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, WA.

12. Minimum Age Requirement

By using the Service, you represent and warrant that you and Users are at least 18 years of age or older and have the authority to enter into legally binding contracts. If you do not meet these requirements, you must not access or use the Service.

13. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

13.1 MANDATORY ARBITRATION. You and Optifia agree to resolve any claims arising out of or relating to this Agreement or our Service, regardless of when the claim arose, even if it was before this Agreement existed (a "Dispute"), through final and binding arbitration.

13.2 Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. Each party agrees to do so by sending a notice to the other through email. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference virtually (phone or video conference) if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

13.3 Arbitration Forum. Both you or Optifia may commence binding arbitration through National Arbitration and Mediation (NAM), an alternative dispute resolution provider, and if NAM is not available, you and Optifia will select an alternative arbitral forum. The initiating party must pay all filing fees for the arbitration and payment for other administrative and arbitrator's costs will be governed by the arbitration provider's rules. If your claim is determined to be frivolous, you are responsible for reimbursing us for all administrative, hearing, and other fees that we have incurred as a result of the frivolous claim.

13.4 Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Seattle, Washington or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All issues are for the arbitrator to decide, except a Washington court has the authority to determine (a) whether any provision of this arbitration agreement should be severed and the consequences of said severance, (b) whether you have complied with conditions precedent to arbitration, and (c) whether an arbitration provider is available to hear the arbitration(s) under Section 13.3. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

13.5 Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) claims solely seeking injunctive relief to stop unauthorized use or abuse of the Service.

13.6 NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

13.7 Batch Arbitration. If 5 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Optifia agree that NAM will administer them in batches of up to 50 claimants each ("Batch"), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

13.8 Severability. If any part of this Section 13 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 13 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

14. Modifications to the Terms of Service

14.1. Notice of Changes: Optifia LLC reserves the right to modify these Terms of Service at any time. If we make any material changes to the Terms, we will notify you by posting the updated Terms on our website or by email. The updated Terms will include the Effective Date of the changes.

14.2. Review Period: You will have a 15-day review period from the Effective Date of the updated Terms to review the changes. If you do not agree with the modified Terms, you must discontinue your use of the Service before the end of the review period.

14.3. Acceptance of Changes: Your continued use of the Service after the review period has ended will constitute your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service before the review period ends. If you continue to use the Service after the review period, the updated Terms will apply to your use of the Service from that point forward.

15. Miscellaneous

15.1. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.2. Entire Agreement: These Terms constitute the entire agreement between you and Optifia LLC regarding the Service and supersede all prior agreements or understandings.

1. Definitions

1.1 Customer: As defined in the Terms of Service, Customer is the business entity that has entered into the Terms of Service with Optifia for the use of the Optifia Sales Roleplay service.

1.2 Personal Data: Any information relating to an identified or identifiable natural person that is processed by Optifia as part of the Service on behalf of the Customer, as specified under applicable data protection laws.

1.3 Controller: Customer is the Controller, the entity that determines the purposes and means of the processing of Personal Data.

1.4 Processor: Optifia, as the entity that processes Personal Data on behalf of the Controller.

1.5 Sub-Processor: Any third party engaged by Optifia that processes Personal Data in connection with the Service.

1.6 Data Subject: The individual to whom Personal Data relates.

1.7 Data Protection Laws: All laws and regulations, including laws of the European Union, the European Economic Area, their member states, and the United States, applicable to the processing of Personal Data under this DPA.

2. Roles and Scope

2.1 Controller and Processor Roles: Optifia acts as a Processor on behalf of the Customer, the Controller, in respect of the processing of Personal Data as part of the Service. The Customer is responsible for ensuring that its instructions to Optifia comply with applicable Data Protection Laws.

2.2 Scope of Processing: Optifia will process Personal Data on behalf of the Customer solely for the purpose of providing the Service as described in the Terms of Service and Privacy Policy, and in accordance with the Customer's instructions.

3. Customer Obligations

3.1 Compliance: The Customer shall ensure that it has all necessary rights, consents, and legal bases for processing Personal Data and for providing such Personal Data to Optifia for processing.

3.2 Instructions: The Customer shall provide documented instructions to Optifia regarding the processing of Personal Data, which may include anonymization or deletion, where necessary. The documented instructions may be specified in the Terms of Service agreed to by the Customer or in subsequent written communications.

4. Optifia's Obligations

4.1 Data Processing: Optifia will process Personal Data in accordance with the Customer's documented instructions, including those specified in this DPA, and will not process Personal Data for any other purpose.

4.2 Confidentiality and Authorized Personnel: Optifia ensures that personnel authorized to process Personal Data have committed to confidentiality or are under an appropriate statutory obligation of confidentiality. Personal Data may be accessed by employees, agents, and contractors of Optifia, including third-party individuals providing development, operational, or maintenance services. Such personnel are authorized to access Personal Data only to the extent necessary to perform their duties related to the services provided.

4.3 Security Measures: Optifia will implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as described in the Privacy Policy.

4.4 Data Retention: Optifia will retain Personal Data for as long as necessary to provide the Service or as required for legitimate business interests, including, but not limited to, resolving disputes, troubleshooting issues, complying with legal obligations, or improving the functionality of the Service. Once Personal Data is no longer necessary for these purposes, it will be deleted or anonymized, unless otherwise instructed by the Customer or required by applicable law.

5. Sub-Processing

5.1 Use of Sub-Processors: The Customer provides a general authorization for Optifia to engage Sub-Processors, including contractors, to assist in providing the Service. Optifia will ensure that such Sub-Processors are subject to confidentiality obligations. A current list of Sub-Processors is available on Optifia's website or upon request.

5.2 Sub-Processor Obligations: Optifia will ensure that each Sub-Processor is subject to confidentiality obligations and will take reasonable steps to ensure their compliance with applicable data protection obligations.

5.3 Notification: Optifia will maintain an up-to-date list of Sub-Processors as Appendix A to this DPA on its website at https://optifia.ai/terms, including any intended changes concerning the addition or replacement of Sub-Processors. Customers will be deemed notified of such changes upon publication. A Customer may object to a change within 10 days of publication. Failure to object within this period will be deemed acceptance.

6. Data Subject Rights

6.1 Assistance with Requests: Optifia will assist the Customer in responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (e.g., access, rectification, erasure, and restriction of processing).

6.2 Notification of Requests: If Optifia receives a request directly from a Data Subject, it will notify the Customer without undue delay and will not respond to the request unless authorized by the Customer or required by law.

7. Data Transfers

7.1 International Transfers: Any transfer of Personal Data to countries outside of the European Economic Area (EEA) will be conducted in compliance with applicable Data Protection Laws, including the use of appropriate safeguards such as Standard Contractual Clauses or other legally valid transfer mechanisms.

8. Security Incidents

8.1 Notification of Breach: Optifia will notify the Customer without undue delay after becoming aware of a security breach affecting Personal Data.

8.2 Mitigation: Optifia will take appropriate measures to mitigate the effects of the breach and assist the Customer in meeting its obligations under applicable Data Protection Laws.

9. Audits and Inspections

9.1 Audit Rights: To the extent required by applicable data protection legislation, Optifia will permit the Customer (or a suitably qualified, independent third-party auditor which is not a competitor of Optifia) to audit Optifia's compliance with this DPA no more than once per calendar year, upon at least thirty (30) days' written notice to Optifia (an "Audit"). The Customer or auditor may only conduct the Audit during Optifia's normal business hours and in a manner that does not disrupt Optifia's business operations. The Customer (or the Customer's third-party auditor) must enter into a confidentiality agreement reasonably acceptable to Optifia prior to conducting the Audit. The Customer must submit a detailed proposed audit plan as part of the written notice, which must be agreed upon by Optifia (an "Audit Plan"). The Audit must be conducted in compliance with the final agreed Audit Plan, and all personnel involved must comply with any policies and procedures notified by Optifia when attending Optifia's premises.

9.2 Audit Costs: Any audit costs shall be borne by the Customer, including any reasonably incurred costs and expenses incurred by Optifia in the event of an Audit.

10. Termination

10.1 Effect of Termination: Upon termination of the Service, Optifia will, at the Customer's election, either delete or return all Personal Data to the Customer, unless retention of the data is required by applicable law. Alternatively, with Customer's written approval, Optifia may anonymize the data so that it can no longer be used to identify any individual, in which case Optifia may retain the anonymized data for legitimate business purposes.

11. Miscellaneous

11.1 Governing Law: This DPA is governed by the laws specified in the Terms of Service.

11.2 Liability: The limitations of liability stated in the Terms of Service apply to this DPA.

12. Contact Information

If you have any questions regarding this DPA or wish to contact Optifia LLC for data protection-related inquiries, please reach out to us by email at:

Optifia LLC
Email: contact@optifia.ai
Business address: 522 W Riverside Ave Ste N, Spokane, WA, 99201-0580, USA.

Appendix A – List of Sub-Processors