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Terms of Service

Last updated May 22, 2026

These Terms of Service ("Terms") govern Client's access to and use of all services and software provided by Infusion Marketing Group, LLC d/b/a OptimaFI ("OptimaFI"). These Terms apply to all products and engagements — including software subscriptions, professional services, and data and analytics services.

By executing an Order Form, signing a Statement of Work that references these Terms, or accessing the Services, the entity entering into these Terms ("Client" or "Customer") agrees to be bound by these Terms. The individual accepting these Terms on behalf of Client represents that they have authority to bind Client.

1. Definitions

"Confidential Information"  means non-public information of either party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's information.

"Customer Data"  means data submitted by or on behalf of Client to the Services or Software.

"Deliverables"  means any reports, analyses, data outputs, documentation, or other work product produced by OptimaFI for Client pursuant to an Order.

"Effective Date"  means the date the last party signs these Terms, or if accepted electronically, the date Client first accesses or uses the Services.

"Order"  means an Order Form or SOW, as applicable.

"Order Form"  means a subscription agreement, order form, or other ordering document executed by the parties describing applicable Software, subscription terms, pricing, and related commercial terms. An Order Form may incorporate additional agreed terms as an attachment or exhibit.

"Privacy Policy"  means OptimaFI's Privacy Policy available at https://optimafi.com/privacy-policy, as updated from time to time.

"Services"  means the professional, data, marketing, and analytics services provided by OptimaFI as described in an applicable Order.

"Software"  means the software platforms and products made available by OptimaFI on a subscription or access basis.

"SOW"  means a statement of work or similar document describing the scope, deliverables, timeline, and related terms for Services.

2. Orders and Governing Documents

These Terms govern all Orders. No Services or Software will be provided, and no fees will be owed, unless set forth in a signed Order. Each Order incorporates these Terms by reference.

Order of Precedence.  In the event of a conflict between governing documents, the following order of precedence applies: TOS controls general legal terms, the applicable SOW controls service scope and delivery details, and the Order Form controls commercial terms. This order of precedence applies only to the extent of the conflict and does not otherwise limit the scope or applicability of any document.

3. Services and Software

  • OptimaFI will perform all Services and provide access to all Software in a professional and workmanlike manner consistent with generally accepted industry standards.
  • OptimaFI may modify the methods and processes used to deliver Services, and may update or modify the Software from time to time, provided such changes do not materially reduce core functionality.
  • Additional Engagements. Any additional Services or Software will be described in a mutually agreed Order.

4. License and Use Restrictions

Subject to Client's compliance with these Terms, OptimaFI grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Software solely for Client's internal business purposes during the applicable term.

Client may not, and may not permit any third party to: (a) sell, license, distribute, or otherwise make available any Deliverables, Customer Data, or Software access to third parties, except as required by regulators or auditors; (b) use the Services or Software to develop a competing product or service; (c) copy, modify, reverse engineer, or create derivative works of any OptimaFI materials except as expressly permitted; or (d) use the Services, Software, or Deliverables in violation of applicable law.

5. Client Responsibilities

Client will: (a) provide accurate and complete data and materials reasonably required for OptimaFI to perform the Services or provide access to the Software; (b) cooperate with OptimaFI in a timely manner as reasonably necessary for delivery; and (c) remain solely responsible for Client's business decisions, including any actions taken based on the Services, Software, or Deliverables.

Client is responsible for maintaining the confidentiality of account credentials and all activity under Client's account. Client will promptly notify OptimaFI of any suspected unauthorized access.

6. Customer Data and Ownership

  • As between the parties, Client retains all right, title, and interest in and to Customer Data. OptimaFI retains all right, title, and interest in and to the Services, Software, and all related technology, analytics, and Deliverables, including any benchmarking data, insights, or analytics derived from aggregated or de-identified data.
  • Use of Customer Data. OptimaFI may use Customer Data solely to provide, maintain, and improve the Services and Software, and as otherwise permitted under these Terms. OptimaFI may use Customer Data in de-identified and aggregated form to create benchmarking data, analytics, and insights (including as part of its normative database), which are owned exclusively by OptimaFI and will not identify Client or any individual. OptimaFI may also use such de-identified and aggregated data to develop and improve its products and operations.

7. Data Security and Protection

OptimaFI implements and maintains a written information security program that includes reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, appropriate to its sensitivity.

OptimaFI will notify Client without undue delay, and in no event later than seventy-two (72) hours after becoming aware of any material unauthorized access to or use of Customer Data, and will provide reasonably available information regarding the nature of the incident, the data impacted, and steps taken to investigate and mitigate.

Upon reasonable request and subject to confidentiality obligations, OptimaFI will make available relevant information regarding its security program, including summaries of independent security assessments such as SOC 2 reports, and will cooperate reasonably with Client and its regulators in connection with examinations or inquiries relating to the Services.

OptimaFI will reasonably support Client in any regulatory examination or supervisory inquiry that relates to OptimaFI's performance under these Terms.

8. Data Retention

OptimaFI will retain Customer Data only as necessary to provide the Services and comply with applicable legal obligations. Upon termination or expiration, OptimaFI may retain Customer Data as reasonably necessary for legal, regulatory, compliance, backup, archival, or disaster recovery purposes, provided that any data retained for internal business purposes is de-identified or aggregated such that it cannot reasonably be used to identify Client or any individual. Upon written request, OptimaFI will use commercially reasonable efforts to delete Customer Data or render it de-identified within a commercially reasonable period.

The Privacy Policy, available at optimafi.com/legal, governs the collection and processing of personal information through the Services and is incorporated herein by reference.

9. Fees and Payment

Unless otherwise specified in an applicable Order, all fees are due upon receipt of invoice. OptimaFI may modify fees upon at least forty-five (45) days' prior written notice to Client, and any such changes will apply on a prospective basis. If Client does not agree to a pricing change, Client may terminate the affected Services or subscription by providing written notice prior to the effective date of the change.

If Client disputes an invoice, Client must notify OptimaFI in writing within thirty (30) days of the invoice date and pay all undisputed amounts when due. OptimaFI may suspend Services or access to the Software for non-payment upon reasonable prior notice, provided that such suspension will not apply to amounts subject to a good faith dispute. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

All fees are exclusive of applicable sales, use, value-added, or similar taxes ("Taxes"). Client is responsible for all Taxes, except taxes based on OptimaFI's net income, property, or personnel. If OptimaFI is required to collect or remit Taxes, such amounts will be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate.

10. Term and Termination

  • These Terms commence on the Effective Date and remain in effect until terminated. The term of each Order is set forth in that Order. Either party may terminate these Terms upon (60) days' written notice, effective upon expiration or termination of all active Orders.
  • Termination for Breach. Either party may terminate these Terms or any applicable Order upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice. Unless otherwise specified in an applicable Order, termination of these Terms will not, by itself, terminate any active Order.
  • Regulatory Termination. If Client is a depository institution subject to federal or state banking regulation, Client may terminate these Terms upon ninety (90) days' written notice to OptimaFI if Client reasonably determines that (i) continuation of the Services would cause Client to violate applicable law, regulation, or regulatory guidance, or (ii) termination is required or requested by a federal or state banking regulatory authority. OptimaFI will reasonably cooperate to transition the Services upon any such termination.
  • Effect of Termination. Upon termination or expiration, Client's access to the Services will cease, and Client remains responsible for all fees accrued through the effective date of termination. Each party will reasonably cooperate to wind down the Services. To the extent necessary to complete any agreed-upon Deliverables, Client will provide reasonable access to required data and materials.

11. Confidentiality

Each party may receive Confidential Information of the other party. Each party will: (a) use Confidential Information solely to perform under these Terms; and (b) not disclose it to any third party except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these Terms.

Each party will protect Confidential Information using at least reasonable care. These obligations survive for three (3) years following termination. Customer Data is governed by the Data sections of these Terms.

12. Intellectual Property

OptimaFI retains all right, title, and interest in and to the Services, Software, and all related technology, tools, documentation, and intellectual property, including all improvements, enhancements, and derivative works. Except for the limited rights expressly granted in these Terms, no rights or licenses are granted by implication, estoppel, or otherwise.

If Client submits feedback or suggestions regarding the Services, Client grants OptimaFI a non-exclusive, royalty-free, worldwide right to use such feedback to provide, support, and improve the Services.

13. Representations and Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) its performance will comply in all material respects with applicable laws. OptimaFI further represents and warrants that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPTIMAFI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OPTIMAFI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT USE OF THE SERVICES WILL ACHIEVE ANY SPECIFIC BUSINESS RESULTS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO OPTIMAFI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to: (a) a party's indemnification obligations; (b) a party's breach of its confidentiality obligations; or (c) Client's payment obligations.

16. Indemnification

  • By OptimaFI. OptimaFI will defend, indemnify, and hold Client harmless from any third-party claims arising out of: (i) allegations that the Services or Software infringe or misappropriate such third party's intellectual property rights; or (ii) OptimaFI's breach of its confidentiality obligations under these Terms.
  • By Client. Client will defend, indemnify, and hold OptimaFI harmless from any third-party claims arising out of: (i) Customer Data, including any allegation that such data infringes or violates applicable law or third-party rights; or (ii) Client's use of the Services or Software in violation of these Terms or applicable law.
  • Each party's indemnification obligations are subject to the indemnified party: (i) promptly notifying the indemnifying party of the claim; (ii) granting the indemnifying party control of the defense and settlement; and (iii) providing reasonable cooperation. The indemnifying party will pay any settlements, damages, and reasonable costs (including attorneys' fees) finally awarded against the indemnified party.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles. The parties agree that any disputes arising out of or related to these Terms will be brought exclusively in state or federal courts located in Tennessee, and each party consents to the personal jurisdiction of such courts.

The parties will attempt to resolve any dispute through good faith negotiations for at least thirty (30) days before initiating litigation. Either party may seek injunctive or equitable relief without waiting for the negotiation period. Any claim must be brought within one (1) year after the claim arises, except to the extent prohibited by law.

18. Updates to These Terms

  • Standard Terms. OptimaFI may update these Terms from time to time. Updated Terms will be posted at https://optimafi.com/terms-of-service and will become effective thirty (30) days after posting unless otherwise stated. Client's continued use of the Services after the effective date constitutes acceptance of the updated Terms. OptimaFI will provide notice of material changes.
  • Executed Custom Terms. If Client has executed a signed version of these Terms, that signed version supersedes the standard published Terms in their entirety for that Client and may only be amended by a written agreement signed by both parties. Unilateral updates to the standard published Terms will not apply to Client's executed version.

19. Miscellaneous

  • Entire Agreement. These Terms, together with any applicable Orders and the Privacy Policy incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements.
  • Notices under these Terms will be in writing and may be delivered by email, courier, or other reasonable means to the addresses set forth in the applicable Order or as otherwise designated in writing by either party.
  • OptimaFI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets without Client's consent. Client may not assign these Terms without OptimaFI's prior written consent. Any attempted assignment in violation of this section is void.
  • OptimaFI may include Client's name and logo in its customer lists and marketing materials. Any other public statements about the relationship between the parties require the other party's prior written consent.
  • OptimaFI may engage subcontractors to assist in performing the Services. OptimaFI remains fully responsible for its acts and omissions and will ensure that any subcontractor handling Customer Data is bound by data protection obligations as protective as Sections 6 through 8 of these Terms.
  • Force Majeure. Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.
  • Compliance with Laws. Each party will comply with all applicable federal, state, and local laws and regulations in connection with its performance under these Terms, including applicable data protection, privacy, and financial services laws, including to the extent applicable, the Gramm-Leach-Bliley Act.
  • Failure to enforce any provision will not constitute a waiver of that provision or any other provision.
  • If any provision is held invalid or unenforceable, the remaining provisions will remain in effect.
  • No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not create any rights in any third party.
  • Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, or agency relationship.
  • Electronic Signatures. These Terms may be agreed to electronically. Electronic signatures have the same force and effect as manual signatures.
  • These Terms may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same agreement.
  • The following sections survive expiration or termination of these Terms: Customer Data and Ownership (Section 6), Data Security and Protection (Section 7), Data Retention (Section 8), Confidentiality (Section 11), Intellectual Property (Section 12), Fees and Payment as to accrued amounts (Section 9), Indemnification (Section 16), Limitation of Liability (Section 15), Governing Law and Dispute Resolution (Section 17), and any Miscellaneous provisions that by their nature are intended to survive.

20. Contact Us

For questions about the Services or these Terms, contact OptimaFI at:

Infusion Marketing Group, LLC d/b/a OptimaFI
6000 Poplar Ave, Ste. 250
Memphis, TN 38119
support@optimafi.com
(800) 285-8626