Terms of Service

1. Introduction

Welcome to Optavex. These Terms of Service ("Terms") govern your use of our website, platform, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Services.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Optavex", "we", "us", or "our" refers to Optavex Ltd., the company that operates the Services.
• "User", "you", or "your" refers to any individual or entity that accesses or uses our Services.
• "Partner" refers to a User who has been approved to access our inventory opportunities and supplier network.
• "Supplier" refers to any manufacturer, wholesaler, or distributor that provides inventory through our platform.

3. Account Registration and Eligibility

To access certain features of our Services, you must register for an account. When you register, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

To be eligible to use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law
• Meet our business qualification criteria if applying for Partner status

4. Partner Selection Process

Optavex maintains a selective Partner approval process. Submission of an application does not guarantee acceptance. We evaluate applications based on various factors, including but not limited to:

• Business history and marketplace performance
• Category expertise and alignment with available inventory
• Operational capabilities
• Business goals and growth potential

We reserve the right to approve or deny any application at our sole discretion.

5. Service Description

Optavex provides an AI-powered inventory intelligence platform that connects digital retailers with inventory opportunities. Our Services include:

• Curated inventory recommendations based on your business profile
• Access to our network of vetted suppliers
• Market analysis and profit potential assessments
• Facilitation of transactions between Partners and Suppliers

6. Fees and Payments

Optavex operates on a success-based model. We charge a percentage fee on successful transactions between Partners and Suppliers. The specific fee structure will be disclosed during the Partner onboarding process and may vary based on product categories, transaction volume, and other factors.

All fees are due at the time of transaction unless otherwise specified in a separate agreement. Failure to pay applicable fees may result in suspension or termination of your account.

7. Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof, are owned by Optavex, our licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services without our prior written consent.

8. User Conduct

You agree not to use our Services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services
• To impersonate or attempt to impersonate Optavex, an Optavex employee, another user, or any other person or entity
• To engage in any other conduct that could damage, disable, overburden, or impair the Services

9. Data Privacy

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, and disclose information about you. By using our Services, you consent to our collection and use of your data as described in our Privacy Policy.

10. Limitation of Liability

To the fullest extent permitted by law, Optavex shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

11. Indemnification

You agree to defend, indemnify, and hold harmless Optavex, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

12. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services or contact us to request account deletion.

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

14. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

15. Contact Us

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