Terms of Service.

1.About Imoptimus

These Terms of Service ("Terms") govern access to and use of the website located at www.imoptimus.ai (the "Site") and any communications, fit calls, proposals, onboarding, deployments, subscriptions, or other services provided by Summit Synergies LLC, a Nevada limited liability company operating the Imoptimus brand ("Imoptimus", "Optimus", "we", "us", or "our").

Imoptimus provides a privately deployed AI operating system for businesses: a set of AI agents that connect to a customer's existing tools, build a working memory of the business, and carry out tasks under rules and approvals configured by the customer.

By accessing the Site, contacting us, requesting a fit call, entering into an agreement with us, or using our services, you acknowledge and agree to these Terms. If you do not agree, do not use the Site or the services.

2.Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding agreement. Our services are intended for business use.

If you act on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and "you" includes both you and that entity.

3.Services and how engagements begin

Imoptimus operates on a fit-call-first basis. We deploy for one business at a time and we decline engagements that are not a good fit. Submitting a request, completing a fit call, or receiving a proposal does not obligate Imoptimus to provide services.

A client relationship is formed only when both of the following occur: (a) Imoptimus confirms acceptance in writing, and (b) the applicable setup fee is paid or a separate written agreement is signed. The precise scope, deliverables, schedule, connected tools, agent configuration, fees, and acceptance criteria of an engagement may be described in a proposal, order form, checkout disclosure, statement of work, or separate written agreement. If a separately signed agreement conflicts with these Terms, the signed agreement controls as to the conflict.

Information on the Site is general and does not constitute a binding offer or a guarantee that any particular service or capacity will be available.

4.Setup fee and onboarding

Unless otherwise agreed in writing, engagements begin with a one-time setup fee of $5,000 (USD), payable before onboarding starts. The setup fee covers building your private deployment: connecting your stack, constructing the memory of your business, configuring agents, and writing your approval rules together with you.

Onboarding schedules depend on your timely provision of information, access, credentials, decisions, and approvals, and may be extended if these are delayed.

5.Free trial and monthly subscription

Once your deployment goes live, the first 7 days of the monthly service are free. Monthly billing begins automatically at the end of the free period unless you cancel in writing before it ends. The setup fee is separate from, and not part of, the free period.

• The monthly fee is quoted individually for each business and stated in your proposal, order form, or checkout disclosure.
• By purchasing the subscription you authorize recurring charges at the stated interval until cancellation becomes effective.
• You may cancel at any time by written notice to info@imoptimus.ai. Cancellation takes effect at the end of the current billing period and prevents future renewals.
• Subscription fees are not prorated for partially used billing periods.

6.Fees, billing, and payment

• Fees are quoted in U.S. dollars unless stated otherwise.
• Payment is due by the date stated on the applicable invoice or checkout page.
• Fees do not include applicable taxes; you are responsible for sales, use, excise, withholding, or similar taxes, except taxes based on our net income.
• Payments are processed by an independent payment processor; by providing a payment method you authorize us and our processor to charge amounts you have approved.
• We may suspend services for overdue balances, and you may be responsible for reasonable collection costs where permitted by law.

7.Refunds

Unless otherwise provided in a signed agreement or required by applicable law:

• The setup fee is non-refundable once onboarding work has begun.
• Monthly subscription fees are non-refundable for the current or prior billing periods.
• Third-party fees and pass-through costs are non-refundable.
• Refund requests must be submitted in writing to info@imoptimus.ai.

Nothing in this section eliminates a non-waivable right you hold under applicable law. The 7-day free period exists precisely so you can evaluate the live service before any monthly charge is made.

8.Nature of AI services

The services use artificial intelligence, including large language models and speech technologies provided in part by third-party AI providers. AI-generated outputs - including drafts, summaries, briefings, transcripts, classifications, and recommendations - are probabilistic in nature and may contain errors, omissions, or inaccuracies.

The service is designed around human oversight: material actions are routed to an approval queue that you control. You are responsible for reviewing outputs and approvals before relying on them or authorizing them. Outputs do not constitute legal, tax, accounting, financial, medical, or other regulated professional advice, and you should consult qualified advisers for such matters.

9.Delegated actions and approval rules

During onboarding you define, together with us, the rules that govern your deployment: what agents may do autonomously, what always requires your approval, and what escalates to you immediately. You may request changes to these rules at any time in writing.

You acknowledge that actions executed by the deployment in accordance with your configured rules, or pursuant to approvals given by you or your authorized users, are actions taken on your behalf and at your direction. You are responsible for the consequences of approvals you grant and rules you configure, including messages sent, meetings booked, documents created, and records updated in your connected systems.

10.Connected accounts and credentials

The service operates by connecting to third-party accounts and tools that you designate - such as email, calendars, CRM systems, payment platforms, messaging channels, storefronts, and file storage.

• You represent and warrant that you own or are authorized to connect each account, and that connecting it does not violate the applicable provider's terms.
• You are responsible for maintaining the security of your credentials, API keys, and authentication tokens, and for promptly revoking access you no longer wish to grant.
• Access is used solely to provide the services, as described in our Privacy Policy.

11.Your customers and communications compliance

The deployment may draft, send, or respond to communications directed at your own customers, leads, and contacts - by email, chat, SMS, or voice - on your behalf and under your rules. You, and not Imoptimus, are the sender of record of such communications.

• You are solely responsible for obtaining and maintaining every legally required consent from your recipients, including consents required under telemarketing, text-messaging, robocall, call-recording, and anti-spam laws applicable to you (such as the TCPA, CAN-SPAM, and their equivalents in your jurisdiction).
• You are responsible for honoring your recipients' opt-out requests and for the content, timing, and lawfulness of communications sent at your direction.
• You must not use the service to send unsolicited bulk communications or to contact persons who have not consented where consent is required.

We may suspend communication features that we reasonably believe are being used unlawfully.

12.Customer materials and business data

"Customer Materials" means information, documents, content, data, credentials, and other materials you provide or connect to the service. You retain ownership of your Customer Materials and of the business data processed within your deployment. You grant Imoptimus a limited license to host, process, transmit, display, and modify Customer Materials solely as necessary to provide the services.

You represent and warrant that you own or have the necessary rights to the Customer Materials, that they are lawful, and that you have obtained any permissions and consents required for our processing of them. Our handling of business data, including deletion after termination, is described in the Privacy Policy.

13.Customer responsibilities

• Provide accurate, timely information, access, decisions, and approvals.
• Review deliverables, drafts, and approval-queue items with reasonable promptness.
• Comply with applicable laws and the rules of the platforms you connect.
• Maintain independent backups of data held in your own systems unless backup services are expressly included.
• Pay agreed fees and cooperate reasonably with service delivery.

14.Acceptable use

You may not use the Site or the services to:

• Violate any law or regulation, or direct the deployment to do so.
• Send spam or unlawful unsolicited communications, or message recipients without legally sufficient consent.
• Misrepresent your identity, affiliation, products, or services.
• Infringe intellectual-property, privacy, publicity, or other rights.
• Distribute malware, interfere with systems or networks, or attempt unauthorized access.
• Harvest or scrape information unlawfully, or use the service to build a competing product.
• Engage in fraud, harassment, or abusive conduct, or promote unlawful goods or services.
• Circumvent security, compliance, or contractual restrictions, or create unreasonable legal, operational, or security risk.

We may suspend or terminate services associated with suspected prohibited conduct.

15.Communications from Imoptimus

By contacting us or providing your contact details, you agree that we may respond and communicate with you through the methods you use or provide, including email and telephone, regarding your inquiry, fit call scheduling, proposals, onboarding, service operations, briefings, support, security, billing, legal notices, and policy updates. Marketing communications are sent only as permitted by applicable law and after obtaining any required consent.

16.SMS and MMS program terms

Program description. When a person expressly opts in, Imoptimus may send SMS or MMS messages concerning: responses to business inquiries; fit call scheduling; appointment confirmations and reminders; onboarding coordination; service-related follow-up; account and billing notices; customer support; and other communications disclosed at the time of opt-in.

Methods of consent. A recipient may opt in by: providing express verbal consent during a telephone call with an authorized Imoptimus representative; selecting an optional, unchecked SMS-consent checkbox on an Imoptimus form, where such a checkbox is offered; initiating a text-message conversation with an Imoptimus number and requesting a response; or providing documented consent through another clearly disclosed process. Consent applies specifically to messages sent by Summit Synergies LLC, operating as Imoptimus, for the purposes disclosed at the time of consent and is not transferable to another business.

Voluntary consent. Consent to receive text messages is voluntary and is not a condition of purchasing any goods or services. Where a form is used, SMS consent is presented separately and is not bundled with required acceptance of these Terms.

Message frequency. Message frequency varies depending on your inquiries, appointments, onboarding stage, account activity, and interactions with Imoptimus.

Message and data rates. Message and data rates may apply according to your wireless plan. Imoptimus is not responsible for fees charged by your mobile carrier.

Opt-out. You may opt out at any time by replying STOP to any Imoptimus text message. After a STOP request, we may send one final confirmation message stating that you have been unsubscribed, and no further messages will be sent through the program unless you provide new consent.

Help. Reply HELP to any message, or email info@imoptimus.ai, for assistance.

Carrier disclaimer. Wireless carriers are not liable for delayed or undelivered messages. Delivery depends on carrier networks, device compatibility, and other factors outside our control and is not guaranteed.

Mobile privacy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared, sold, rented, or transferred to third parties, affiliates, lead generators, or data brokers for their own marketing or promotional purposes. Imoptimus may use telecommunications and technology vendors solely to operate the messaging program on its behalf.

Program changes. Imoptimus may modify or discontinue a messaging program, subject to applicable law. Material changes may be communicated by text message, email, or Site notice.

17.Third-party services

The services depend on and integrate with third-party platforms, including hosting and cloud providers, AI model providers, telecommunications and messaging providers, payment processors, calendar and email providers, CRM systems, e-commerce platforms, and analytics services. Third-party services are governed by their own terms, pricing, and technical limits.

Imoptimus is not responsible for third-party outages, functionality or pricing changes, account suspensions, API restrictions, carrier filtering, message blocking or non-delivery, rejected registrations, data loss caused by third parties, or other third-party acts or omissions. Assistance with a third-party platform does not guarantee approval or continued availability.

18.No guarantee of results

Unless expressly guaranteed in a signed written agreement, Imoptimus does not guarantee revenue, profit, sales, leads, conversion rates, response or delivery rates, hours saved, headcount reduction, growth, platform approvals, or any other particular business, technological, or commercial result. Results depend on market conditions, your actions and approvals, third-party platforms, and other matters beyond our control.

19.Intellectual property

The Site and its content, and the Optimus platform - including software, agents, models, prompts, workflows, templates, frameworks, designs, characters, trademarks, and other materials - are owned by Imoptimus or its licensors and are protected by applicable intellectual-property laws.

Subject to these Terms and payment of applicable fees, you receive a limited, revocable, non-exclusive, non-transferable right to access and use your deployment for your internal business purposes during your subscription. You may not republish substantial Site content, reverse engineer the platform except where permitted by law, resell or sublicense the services, remove proprietary notices, or use our name or marks without written permission. Imoptimus retains ownership of pre-existing materials and of reusable technology, and any agreed transfer of custom deliverables is conditioned on full payment.

20.Confidentiality

Each party may receive non-public information of the other that is identified as confidential or that reasonably should be understood as confidential. The receiving party will use such information only for the business relationship, apply reasonable protective measures, limit access to persons with a need to know, and not disclose it except as authorized or legally required. Confidentiality obligations do not apply to information that becomes public without breach, was lawfully known, is lawfully received from a third party, is independently developed, or must be disclosed by law.

21.Privacy

Our collection and use of personal information, and our handling of the business data inside your deployment, are described in our Privacy Policy, which is incorporated into these Terms by reference.

22.Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". IMOPTIMUS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ALWAYS AVAILABLE; THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE; THAT ALL DEFECTS WILL BE CORRECTED; THAT DATA WILL NEVER BE LOST; THAT COMMUNICATIONS WILL ALWAYS BE DELIVERED; OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE. SOME JURISDICTIONS DO NOT PERMIT CERTAIN EXCLUSIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.

23.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMOPTIMUS AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, USE, OR DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM THE SITE, THE SERVICES, OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO IMOPTIMUS FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100) IF NO SUCH PAYMENT WAS MADE. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LEGALLY BE EXCLUDED.

24.Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Imoptimus and its owners, officers, employees, contractors, affiliates, and agents from claims, losses, damages, liabilities, penalties, judgments, costs, and reasonable attorneys' fees arising from: your violation of these Terms or of law; your Customer Materials; communications sent at your direction or under your configured rules; your failure to obtain legally required consents from your own recipients; your infringement of another party's rights; your misuse of the Site or services; or your business practices, products, or services.

25.Suspension and termination

Imoptimus may suspend or terminate services when these Terms are violated, payment is overdue, conduct creates legal, security, reputational, or operational risk, a third-party provider requires suspension, fraud or unlawful activity is suspected, or continued service would violate law or contractual obligations.

Either party may terminate the monthly subscription as described in Section 5. Upon termination, agents stop operating, and we make your exportable business data available for a period of 30 days before deletion, as described in the Privacy Policy. Termination does not eliminate payment obligations already incurred. Provisions that by their nature should survive - including payment, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution - remain effective.

26.Governing law, disputes, and venue

These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law principles.

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through written notice to info@imoptimus.ai and reasonable informal discussions for at least 30 days. A dispute notice should include your name and contact information, a description of the dispute, relevant supporting information, and the requested resolution.

Unless a written agreement provides otherwise or applicable law requires a different forum, judicial proceedings arising out of these Terms or the services will be brought in the courts with jurisdiction over Clark County, Nevada, and each party consents to personal jurisdiction and venue in those courts.

27.Electronic communications and signatures

You consent to receive contracts, invoices, notices, disclosures, and other records electronically where permitted by law. Electronic acceptance, typed names, click-through acceptance, and electronic signatures have the same legal effect as handwritten signatures.

28.Force majeure

Imoptimus will not be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, war or terrorism, labor disputes, epidemics, government action, utility or internet outages, cyberattacks, telecommunications failures, carrier actions, and failures of third-party platforms, including AI model providers. This section does not excuse payment for services already provided.

29.Changes, assignment, and general terms

• Changes. We may update these Terms periodically. Updated Terms become effective when posted unless a later date is stated, and the "Last updated" date will be revised. Changes will not retroactively alter a separately signed agreement unless that agreement permits it.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, subject to applicable law.
• Severability. If a provision is held invalid, it will be enforced to the greatest extent permitted and the rest remains effective.
• Waiver. Failure to enforce a provision is not a waiver; a waiver is effective only in a writing signed by an authorized representative.
• Entire agreement. These Terms, the Privacy Policy, and any applicable signed proposal, order form, statement of work, or checkout disclosure constitute the entire agreement concerning their subject matter.

30.Contact information

Summit Synergies LLC (operating as Imoptimus)
Las Vegas, Nevada, United States

Website: https://www.imoptimus.ai
Email: info@imoptimus.ai
Privacy Policy: https://www.imoptimus.ai/privacy.html
Terms of Service: https://www.imoptimus.ai/terms.html

SMS support: reply HELP or email info@imoptimus.ai. SMS opt-out: reply STOP.