These Terms of Service (the “Terms”) are an agreement between Opttab B.V., a private limited company registered in the Netherlands under KvK number 42094716, with its registered office at Keizersgracht 520H, 1017 EK Amsterdam (“Opttab”, “we”, “us”), and the business or organisation that accepts them (“Customer”, “you”). They govern your access to and use of the Services.

1. Scope, acceptance and business use

1.1 Business use only. The Services are for businesses, organisations and professionals acting in the course of their trade, business or profession. They are not offered to consumers.

1.2 Non-consumer confirmation. By accepting these Terms, you confirm that you are not acting as a consumer. Protections that apply only to consumers, including any right of withdrawal, do not apply to your use of the Services.

1.3 Age and capacity. To create an Account, you must be at least 18 and legally able to enter into contracts. The Services are not directed at children, and Opttab does not knowingly collect children’s personal data.

1.4 Acceptance and effective date. These Terms take effect on the earliest of: (a) the date you sign an Order Form; (b) the date you accept them through a click-through, checkout or sign-up flow; or (c) the date you first access or use the Services (the “Effective Date”).

1.5 Authority. If you accept these Terms on behalf of an organisation, you confirm that you have the authority to bind it. “You” then means that organisation.

1.6 Incorporated documents. The following documents form part of these Terms: the AI Features & Output Terms, the Acceptable Use Policy, the Data Processing Agreement and the Support & Service Levels policy. Section 19.2 sets out which document prevails if they conflict.

2. Definitions

“Account”: the account you create to access the Services, including all workspaces under it.

“Affiliate”: an entity that controls, is controlled by or is under common control with a party, where control means owning 50% or more of the voting equity, or the power to direct its management.

“Agent Features”: features that let AI agents, assistants or Third-Party Platforms act or answer on your behalf, including brand agents, MCP servers, agent pages, connectors and commerce integrations.

“Aggregated Data”: data derived from Customer Data, AI Output or Usage Data that is de-identified or aggregated so that it no longer reasonably identifies you, your Users, your clients or any natural person.

“AI Output”: content the Services generate for you, including reports, scores, recommendations, generated or optimised content, ad copy, ad images and agent responses.

“Covered AI Models”: the third-party AI models, assistants and answer engines that the Services query, measure or use, such as ChatGPT, Gemini, Perplexity, Google AI Mode, Google AI Overviews, Microsoft Copilot and Grok, and the models of Opttab’s AI providers.

“Customer Data”: data and content you or your Users submit to the Services or connect to them, including brand information, prompts, product feeds, website content, server logs, analytics data and data from connected Third-Party Platforms.

“Documentation”: Opttab’s then-current product descriptions, help centre articles, API and MCP documentation and plan descriptions.

“End Customer”: a consumer or business that interacts with your brand, products or agents through the Services, or, for agencies, your client and its personnel.

“Evaluation”: any free, trial, beta, preview, alpha or early-access use of the Services or a feature.

“High Risk Activities”: the uses described in section 6.7.

“Order Form”: an online checkout, plan selection or signed order that names the Plan, fees, Subscription Term and any special terms.

“Plan”: the subscription plan you select, with the features and usage limits shown on the pricing page or in your Order Form.

“Prohibited Data”: the data described in section 6.6.

“Security Materials”: Opttab’s audit reports (including SOC 2 and ISO/IEC 27001 reports, once issued), penetration test summaries, security policies, architecture descriptions, questionnaire responses and non-public subprocessor information.

“Subscription Term”: the period you have paid for under a Plan or Order Form, including any renewals.

“Technology Change Event”: an event described in section 13.5.

“Third-Party Platforms”: services that Opttab does not own or control, including Covered AI Models, AI search engines, shopping agents, marketplaces, advertising platforms, payment processors, identity providers and the tools you connect, such as Google Search Console, GA4, Shopify, WordPress, Cloudflare and Slack.

“Usage Data”: technical logs, performance data, metadata and information about how the Services are used, that do not identify you, your Users or any natural person.

“User”: an individual you authorise to use the Services under your Account, such as your employees, contractors and, for agencies, client personnel.

3. The Services

3.1 Description. Opttab is an Agentic Journey OS. Depending on your Plan, the Services may include AI visibility tracking, agent readiness checks, crawler and visitor analytics, shopping insights, content creation and optimisation, outreach, AI advertising tools, reporting, APIs, MCP servers and Agent Features.

3.2 Access right and permitted use. Subject to these Terms and payment of the fees, Opttab grants you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for your internal business purposes, within the limits of your Plan. Agencies may also use the Services to serve their clients under section 4.4. You are not a reseller or distributor of the Services.

3.3 Updates and upgrades. Opttab provides updates to the Services at no extra charge. Upgrades or new products that Opttab offers separately are optional and may be subject to separate fees and terms. You confirm that your purchase does not depend on any future feature or functionality, or on any public comment Opttab makes about future features.

3.4 Changes and removals. Opttab may change, add or remove features, AI platforms, integrations or models, where reasonable. Opttab will not materially reduce the core functionality of your paid Plan during a prepaid Subscription Term, except under section 13.5. If Opttab removes a feature that is material to your paid Plan, it will give you at least 30 days’ notice by email or in the Services. If the change materially reduces the Services, you may terminate the affected subscription before the change takes effect. This is your only remedy.

3.5 API and MCP licence. Where your Plan includes API or MCP access, Opttab grants you a non-exclusive, non-transferable, revocable licence during the Subscription Term to use the API, MCP servers and related Documentation to integrate the Services with your own systems for your internal business purposes. Use is subject to rate limits and fair use. Opttab may change rate limits with notice by email, and may throttle or suspend use that exceeds them or degrades the Services.

3.6 Support and availability. Opttab provides support and availability commitments as described in the Support & Service Levels policy for your Plan. Unless your Order Form says otherwise, Opttab has no other support obligation. Agencies are responsible for supporting their own clients.

3.7 Subcontractors. Opttab may use Affiliates and subcontractors to provide the Services. Opttab remains responsible for their performance under these Terms.

4. Accounts, Users and agencies

4.1 Account responsibility. You are responsible for your Account, all activity under it and your Users’ compliance with these Terms. Each login belongs to one named User and may not be shared. Keep credentials, API keys and MCP authentication tokens confidential. Report suspected unauthorised access without undue delay to security@opttab.com.

4.2 Accurate information. The information you give at sign-up and in your Account must be accurate and kept up to date.

4.3 Third-party sign-in. If you sign in through Google, Microsoft or another identity provider, or connect single sign-on, that provider’s terms apply. Opttab is not responsible for the security, availability or privacy practices of third-party identity providers.

4.4 Agencies. If you use the Services to serve your own clients:

you are the Customer, and you remain fully responsible to Opttab for your clients’ use of the Services and for all fees;

you confirm that each client has authorised you to track its brand, connect its systems, process its data and act on its behalf through the Services;

you will pass on to your clients obligations at least as protective of Opttab as these Terms;

white-labelling does not make your clients Opttab customers, and does not allow you to remove legal notices that the law requires in content served to End Customers;

Opttab has no contract with your clients and is not liable to them; and

when your engagement with a client ends, you must end its access. A client that wants continued access needs its own agreement with Opttab.

5. Plans, trials, fees and payment

5.1 Fees. You pay the fees shown at checkout or in your Order Form. Prices are in euros and exclude VAT, sales tax and other applicable taxes. EU business customers outside the Netherlands that provide a valid VAT number are invoiced under the VAT reverse-charge mechanism.

5.2 Billing and payment processors. Self-serve subscriptions are billed in advance, monthly or yearly, through our payment processors (currently Stripe and Mollie B.V.). You authorise Opttab and its payment processor to charge your payment method when fees are due, and you agree to the payment processor’s terms that apply to you. Opttab is not liable for a payment processor’s acts or omissions, and may change payment processors at any time.

5.3 Invoices. Fees under an Order Form are invoiced as stated in it and are payable within 14 days of the invoice date, unless the Order Form says otherwise.

5.4 Automatic renewal. Subscriptions renew automatically for periods equal to the initial billing period, unless cancelled under section 15.3. Yearly subscribers receive a reminder email at least 30 days before renewal.

5.5 Free trials. A valid payment card is required to start a trial. Unless you cancel before the trial ends, your paid subscription starts and you are charged when the trial ends. Trial length and eligible Plans are shown on the pricing page. Each organisation may use one trial. Section 11 also applies to trials.

5.6 Usage limits and fair use. Plans limit items such as prompts tracked, AI responses, content pieces, outreach actions, chat credits, agent pages, product improvements, workspaces, API keys, MCP servers and AI models. When you reach a limit, Opttab may restrict the feature concerned and ask you to upgrade. Where your Plan or Order Form lists rates for additional usage, Opttab may charge for it at those rates. Unused allowances do not roll over. Features marked “Unlimited” are subject to fair use: normal business use by you and your Users. They do not cover reselling data, automated use beyond the Documentation, or use that degrades the Services for others.

5.7 Upgrades and downgrades. Upgrades take effect immediately and are charged pro rata for the rest of the billing period. Downgrades take effect at the next renewal. A downgrade may cause the loss of data, history or features that the new Plan does not support.

5.8 Refunds. Fees are non-refundable and non-cancellable. No refunds or credits are given for partial periods, unused allowances or unused Accounts, except where these Terms expressly provide one (sections 12.2, 15.6 and 15.9, and section 16.2 where it applies) or where mandatory law requires it.

5.9 Late payment. If a payment fails or an invoice is more than 14 days overdue, Opttab may suspend the Services after giving at least 7 days’ notice. Overdue amounts carry interest of 1.5% per month, or part of a month, or statutory commercial interest (wettelijke handelsrente) under article 6:119a of the Dutch Civil Code if that is higher, from the due date until payment. You must also pay all judicial and extrajudicial collection costs. Extrajudicial costs are set at 15% of the overdue amount, with a minimum of EUR 40.

5.10 Price changes. Opttab may change its prices for future billing periods by giving at least 30 days’ notice before your next renewal. If you do not agree, you may cancel before the change takes effect. If you do not cancel, the new price applies from your next renewal. Discounted or promotional prices apply only for the period stated.

5.11 Taxes. You are responsible for all taxes, duties and levies related to your purchase, except taxes on Opttab’s income. If the law requires you to withhold tax from a payment, you will increase the payment so that Opttab receives the full amount it would have received without the withholding.

5.12 No set-off or suspension of payment. You may only set off amounts you owe Opttab against claims that Opttab has accepted in writing or that a court has finally decided. You may not suspend payment (opschorting) because of a claim against Opttab, except for a claim arising under these Terms.

5.13 Third-party costs. Fees charged by Third-Party Platforms are your responsibility, including OpenAI or other advertising spend, transaction fees and fees of commerce, payment or engagement providers, unless your Order Form says otherwise. Advertising spend is billed by the advertising platform directly to your own advertising account, unless your Order Form says otherwise.

6. Your responsibilities

6.1 Compliance. You will use the Services only in line with these Terms, the Acceptable Use Policy, the Documentation, applicable law and the terms of any Third-Party Platform you connect to or distribute through.

6.2 Sole responsibility. You alone are responsible for:

the accuracy, quality and legality of Customer Data, including product details, prices, stock levels, shipping terms and product claims;

obtaining all rights, consents and legal bases needed to submit and process Customer Data, including End Customer data and marketing consents;

compliance with consumer, e-commerce, advertising, pricing, product safety, tax and data protection laws toward End Customers;

reviewing AI Output before publishing it or relying on it; and

the actions you enable through Agent Features.

6.3 Your systems and policies. You are responsible for your own systems, devices, networks and security controls, and for your internal policies on how AI Output is reviewed, used and integrated into your processes.

6.4 Restricted activities. You may not, and may not allow anyone else to:

copy, modify, translate or create derivative works of the Services;

reverse engineer, decompile, disassemble or try to extract the source code, models or underlying data of the Services, except where mandatory law allows it;

sell, resell, rent, lease, sublicense or otherwise provide the Services to third parties, or use them as a service bureau or time-sharing service, except as allowed for agencies under section 4.4;

use the Services or AI Output to build, train or improve a competing product or competing AI model;

benchmark the Services or publish performance or comparison results without Opttab’s prior written consent;

remove, obscure or alter any proprietary notice or label of Opttab or its licensors;

circumvent usage limits, rate limits, authentication or other security measures, or carry out security or penetration testing without Opttab’s prior written consent;

interfere with or disrupt the integrity or performance of the Services, or with Opttab’s collection of Usage Data;

upload or transmit viruses, malware or other harmful code;

access the Services by automated means, including bots, scrapers or crawlers, other than through the documented APIs and MCP servers;

bypass or misuse the safeguards of Covered AI Models, or use the Services to send content to Covered AI Models that breaches their usage policies;

modify the Services’ user interface or present the Services as your own software;

do anything that would subject Opttab’s software or intellectual property to an open-source licence that requires disclosure or licensing of Opttab’s code;

impersonate any person or organisation, misrepresent your affiliation, or use the Services for fraud; or

use the Services for any unlawful purpose.

6.5 Rules for AI Output. You may not:

present AI Output as human-generated, or misrepresent its source, where the law or a platform’s rules require disclosure;

give any third-party AI model or agent access to the Services, other than through Opttab’s MCP servers and APIs as the Documentation describes;

sell AI Output as a standalone product on a marketplace or data exchange; or

use AI Output to develop or train AI models that compete with the Services.

6.6 Prohibited Data. You may not submit to the Services, unless Opttab agrees in writing: (a) special categories of personal data under article 9(1) GDPR; (b) personal data relating to criminal convictions and offences under article 10 GDPR; (c) payment card data covered by PCI DSS; (d) government identification numbers, passport or social security numbers; (e) health information, including protected health information under US law; (f) children’s personal data; or (g) other sensitive data that the Services do not need (together, “Prohibited Data”). The Services are not designed to meet HIPAA or similar sector-specific requirements, and Opttab is not your business associate.

6.7 High Risk Activities. You may not use the Services or AI Output: (a) where a failure or inaccuracy could lead to death, personal injury, or serious environmental or property damage; (b) for any practice prohibited under article 5 of the EU AI Act (Regulation (EU) 2024/1689); or (c) as part of a high-risk AI system under article 6(2) and Annex III of the EU AI Act (together, “High Risk Activities”). Subject to section 14.5, Opttab is not liable for High Risk Activities.

7. Third-Party Platforms

7.1 No responsibility. Opttab does not own or control Third-Party Platforms. It is not responsible for their availability, outputs, policies or changes. Your use of a Third-Party Platform is governed by your agreement with its provider.

7.2 Variable AI answers. AI assistants and answer engines change over time and vary by user, location, language and session. Visibility data reflects only what Opttab observed when it queried or measured them. It does not guarantee how any platform will present your brand.

7.3 Platform changes. Third-Party Platforms may change their interfaces, APIs, terms, ranking, advertising products or connector policies, may restrict or remove access, and may reject or remove your app, connector or campaign. Opttab will make reasonable efforts to adapt. Subject to sections 13.5 and 15.6, Opttab is not liable for these changes, and they do not entitle you to a refund.

7.4 Data exchange. When you enable or connect a Third-Party Platform, you authorise Opttab to exchange Customer Data with it as needed to provide the connected feature. Opttab is not responsible for how the Third-Party Platform processes that data.

8. Customer Data, Usage Data and privacy

8.1 Ownership and licence. You own Customer Data. You grant Opttab a worldwide, non-exclusive, royalty-free licence, for the Subscription Term and any retention period under section 15.8, to host, copy, process, transmit, display and adapt Customer Data as needed to provide, secure, support and improve the Services, to create Aggregated Data, and as you otherwise instruct. Opttab’s subprocessors may exercise this licence on its behalf.

8.2 Data Processing Agreement and Privacy Policy. Where Opttab processes personal data on your behalf, the Data Processing Agreement applies, forms part of these Terms and prevails over them on the processing of personal data. The Privacy Policy describes Opttab’s processing as a controller.

8.3 Service improvement. Opttab may use Customer Data and AI Output, in de-identified or aggregated form, to operate, maintain and improve the Services, for example to fix errors and measure performance. Opttab does not use Customer Data or AI Output to train AI models. Opttab does not sell Customer Data, and does not permit its third-party AI model providers (currently OpenAI, Anthropic and Google) to train their models on Customer Data submitted through their APIs.

8.4 Aggregated Data. Opttab may create and use Aggregated Data, such as visibility benchmarks, industry indices and platform statistics, as long as it does not identify you, your Users, your clients or any natural person. Opttab owns Aggregated Data.

8.5 Usage Data. Opttab may collect and use Usage Data to bill, support, secure, monitor, maintain and improve the Services, to develop new features and for analytics. Opttab owns Usage Data. You may not interfere with its collection.

8.6 Export. During your Subscription Term, you can export Customer Data through the Services or API in common, machine-readable formats. Section 15 sets out exit and switching.

9. Intellectual property

9.1 Opttab IP. Opttab and its licensors own the Services, software, APIs, MCP servers, models, prompt libraries, scoring methods, templates, formats, dashboards, Documentation, designs, trademarks, Usage Data and Aggregated Data, and all improvements to them. No rights are granted to you other than those these Terms expressly grant, whether by implication, estoppel or otherwise.

9.2 AI Output. As between you and Opttab, and as far as the law permits, you own the AI Output generated for you, and Opttab assigns to you any rights it may have in it. This is subject to section 6.5. AI Output may not be protected by copyright, and similar output may be generated for other customers. The AI Features & Output Terms contain more detail.

9.3 Third-party and public material. The Services collect responses from Covered AI Models and publicly available web content. Opttab may keep and use that material for any purpose, including research, benchmarks, publishing industry insights, improving the Services and training its models, without attribution to you, as long as it is not attributed to you and does not disclose your Confidential Information. This does not give Opttab any right to Customer Data beyond sections 8.1, 8.4 and 8.5.

9.4 Feedback. Opttab may use any feedback or suggestions you give without restriction or compensation.

9.5 Publicity. Opttab may identify you as a customer and display your name, logo and trademarks on its website, in customer lists, sales and marketing materials, presentations and investor materials, in line with any reasonable brand guidelines you provide. You may object at any time by emailing legal@opttab.com. Opttab will then stop new uses within 30 days, and is not required to withdraw printed or already distributed materials. Press releases, case studies and quotes attributed to you require your prior approval.

10. Confidentiality

10.1 Definition. “Confidential Information” is non-public information that one party discloses to the other and that is marked as confidential or would reasonably be understood to be confidential. Opttab’s Confidential Information includes the terms and pricing of your Order Form, non-public technical and performance information about the Services, and all Security Materials. Your Confidential Information includes Customer Data.

10.2 Obligations. The receiving party will: (a) protect the other party’s Confidential Information with at least reasonable care; (b) use it only to perform under these Terms, or, for Security Materials, to assess Opttab and meet your own compliance obligations; and (c) disclose it only to its employees, contractors, Affiliates and advisers who need to know it and are bound by obligations at least as protective.

10.3 Exclusions. These obligations do not apply to information that: (a) is or becomes public without the receiving party’s fault; (b) the receiving party already knew lawfully; (c) the receiving party develops independently; or (d) the receiving party lawfully receives from a third party without a duty of confidentiality.

10.4 Required disclosure. A party may disclose Confidential Information when the law, a court or a regulator requires it, after giving the other party advance notice where legally permitted.

10.5 Security Materials. You may share Security Materials with your own customers, controllers, data subjects and regulators only as far as data protection law requires, and under confidentiality.

10.6 Return and deletion. On request, the receiving party will return or delete the other party’s Confidential Information. Copies kept in backups or under a legal retention duty remain subject to this section.

10.7 Equitable relief. A breach of this section may cause irreparable harm. The disclosing party may seek an injunction, including in interim relief proceedings (kort geding), in addition to any other remedy.

10.8 Separate NDA. A non-disclosure agreement that you accept through Opttab’s trust centre or sign separately remains in force alongside this section.

10.9 Duration. These obligations last for 5 years after these Terms end, and indefinitely for trade secrets and Security Materials.

11. Trials, beta features and free services

11.1 Use. Evaluations are for internal evaluation only, for the period Opttab designates, or 30 days if none is stated. Opttab or you may end an Evaluation at any time.

11.2 Beta features. Beta, preview, early-access and similar features may change or be withdrawn at any time, are excluded from service levels, and may not be used for production-critical purposes unless Opttab agrees in writing.

11.3 Confidentiality. Non-public features you access during an Evaluation, and their performance data, are Opttab’s Confidential Information.

11.4 No commitments. Evaluations are provided “as is”, without any warranty, support obligation, service level or indemnity. Opttab’s total liability for Evaluations is limited to EUR 100, subject to section 14.5.

12. Warranties

12.1 Mutual. Each party warrants that it has validly accepted these Terms and has the authority to enter into them.

12.2 Service standard. Opttab will provide the Services with reasonable skill and care, substantially in line with the Documentation for your Plan. If the Services do not, and you notify Opttab within 30 days, Opttab will use commercially reasonable efforts to correct the problem. If Opttab cannot correct it within a reasonable time, either party may terminate the affected subscription, and Opttab will refund prepaid fees for the remaining period. This is your sole remedy for breach of this warranty.

12.3 No harmful code. Opttab will not knowingly introduce viruses or other code designed to disrupt, damage or gain unauthorised access to your systems.

12.4 Your warranties. You warrant that: (a) you own or have all rights needed for Customer Data, and Customer Data does not infringe third-party rights or breach the law; (b) you are responsible for all access to and use of the Services through your Account and credentials; (c) you and your Users will check AI Output before relying on it; (d) you will use AI Output as information that supports, and does not replace, your own professional judgement; (e) you have appropriate internal policies on data security, access control and the use of AI Output; and (f) you will not use the Services in breach of laws, regulations or professional standards.

13. Disclaimers

13.1 General. Except as expressly stated in these Terms, the Services, AI Output, visibility data, analytics, recommendations and Agent Features are provided “as is” and “as available”. As far as the law permits, Opttab disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, quality, accuracy, title, non-infringement and uninterrupted or error-free operation. Opttab does not warrant that the Services will be free of errors or that data or AI Output will be accurate or complete. You use the Services at your own risk, and, subject to section 14.5, Opttab is not responsible for damage to your systems or for loss of your data, other than as provided in section 14.2.

13.2 No guaranteed results. Opttab does not guarantee any ranking, mention, citation, visibility score, sentiment, traffic, conversion, sales, revenue or advertising outcome, or that any AI assistant will recommend or transact with your brand. Opttab is not responsible for failures caused by Third-Party Platforms, including changes to or the deprecation of their APIs.

13.3 AI disclaimer. AI Output is generated by probabilistic systems and may be inaccurate, incomplete, inconsistent or outdated. Parts of the Services depend on Covered AI Models that Opttab does not own or control. You are solely responsible for deciding whether AI Output is effective, accurate, lawful and appropriate for your purposes, including if you use it in place of your own compliance measures. Opttab makes no representation about the accuracy, reliability, safety or legal compliance of AI Output. The law and regulation of AI are developing, and may affect how AI Output can be used.

13.4 No additional functionality. The Services are limited to the functions described in these Terms, your Order Form and the Documentation. Opttab has no obligation to analyse data beyond those functions, to influence your brand’s visibility or sentiment, or to provide strategic, marketing or business advice, unless an Order Form expressly includes such services.

13.5 Dependency on Covered AI Models. The Services depend on Covered AI Models. A “Technology Change Event” is any circumstance that, in Opttab’s reasonable judgement, materially impairs its ability to provide all or part of the Services, including: (a) changes to a Covered AI Model’s terms, usage policies or API access; (b) technical or commercial measures by a Covered AI Model provider that make continued use impracticable or impermissible; (c) changes in law or regulatory guidance; (d) a regulatory inquiry or claim relating to Covered AI Models or their output; or (e) a combination of these. After a Technology Change Event, Opttab may modify, replace or suspend the affected Services. It will use commercially reasonable efforts to reduce the impact on you. Section 15.6 sets out termination rights.

13.6 Not professional advice. The Services do not provide legal, tax, financial, regulatory or other professional advice.

14. Limitation of liability

14.1 Scope. This section applies to all liability, whether in contract, tort (including negligence), strict liability or otherwise, and applies even if a limited remedy fails of its essential purpose.

14.2 Excluded losses. As far as the law permits, Opttab is not liable for indirect or consequential loss, lost profits, revenue, sales, goodwill, reputation or anticipated savings, loss of data (beyond the cost of restoring it from Opttab’s backups), business interruption or the cost of substitute services.

14.3 Cap. Opttab’s total aggregate liability arising out of or relating to these Terms is limited to the fees you actually paid to Opttab for the Services in the 12 months before the event giving rise to the claim. For Evaluations, the cap in section 11.4 applies.

14.4 Agent Features and Third-Party Platforms. Opttab is not liable for: (a) actions taken by AI agents, assistants or Third-Party Platforms, including orders, transactions, messages or prices shown to End Customers, that follow your configuration, your data or an End Customer’s instructions; (b) outputs, outages, policy changes or decisions of Third-Party Platforms; or (c) Customer Data that is inaccurate, incomplete or unlawful.

14.5 Exceptions. Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) loss caused by the intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of Opttab’s executive management; (c) fraud; or (d) any other liability that cannot be limited under applicable law.

14.6 Your liability. The limits in this section do not apply to: (a) your obligation to pay fees; (b) your indemnity obligations under section 16.1; (c) your breach of sections 6.4 to 6.7; or (d) your infringement or misappropriation of Opttab’s intellectual property.

14.7 Opttab personnel. These limits also protect Opttab’s Affiliates, directors, employees, contractors and agents.

14.8 Claims procedure. You must give Opttab written notice of a claim within 60 days after you became aware, or should reasonably have become aware, of the event giving rise to it. Any claim against Opttab expires 12 months after that event.

15. Term, suspension, termination, exit and switching

15.1 Duration. These Terms apply from the Effective Date until all Subscription Terms have ended or these Terms are terminated.

15.2 Subscription Term. Monthly subscriptions run month to month, and Opttab may end a monthly subscription at any time by giving at least 30 days’ notice. Yearly subscriptions run for 12 months and renew automatically for further 12-month periods. Opttab may decide not to renew a subscription by giving at least 30 days’ notice before the end of the current period. If no term is stated in an Order Form, it runs until terminated by either party on 30 days’ notice.

15.3 Cancellation. You may cancel at any time in your Account settings or by notice to Opttab. Cancellation takes effect at the end of the current billing period, and you keep access until then. Enterprise subscriptions under an Order Form end only at the end of the term stated in it, unless you give notice of non-renewal at least 30 days before that end.

15.4 Suspension. Opttab may suspend all or part of the Services immediately if: (a) your use poses a security risk or may harm the Services, other customers or third parties; (b) your use breaches section 6, the Acceptable Use Policy, a Third-Party Platform’s terms or the law; (c) payment is overdue under section 5.9; (d) the law, a court or an authority requires it; or (e) continuing to provide the Services to you would, in Opttab’s reasonable opinion, likely expose Opttab to liability, a regulatory inquiry or a claim, or breach a Third-Party Platform’s terms. Opttab will give notice where reasonably possible, limit the suspension to what is necessary and lift it once the cause is resolved. Fees remain payable during a suspension caused by you.

15.5 Termination for cause. Either party may terminate a subscription or these Terms by written notice if the other party: (a) materially breaches these Terms and does not cure the breach within 30 days of notice; (b) becomes insolvent, is declared bankrupt (faillissement), is granted a suspension of payments (surseance van betaling) or makes an arrangement with its creditors; or (c) ceases to carry on business. Non-payment is a material breach if fees remain unpaid 15 days after notice.

15.6 Technology Change Event. If a Technology Change Event occurs and Opttab cannot provide a reasonable alternative, Opttab may terminate the affected subscription by notice. In that case Opttab will refund the prepaid fees for the remaining period, pro rata.

15.7 Effect of termination. When a subscription ends: (a) your usage rights, API and MCP licences end; (b) Agent Features and MCP endpoints are disabled, and listings under Opttab’s developer accounts are removed; (c) you must end your clients’ and End Customers’ access through your Account; and (d) unpaid fees become due immediately.

15.8 Data export and deletion. You can export Customer Data during the Subscription Term and for 30 days after it ends. After that period Opttab will delete Customer Data under the Data Processing Agreement, unless the law requires it to keep the data.

15.9 Switching (EU Data Act). While Chapter VI of the EU Data Act (Regulation (EU) 2023/2854) applies, and if you are established in the EU, the following applies and prevails over sections 15.7 and 15.8:

Notice. You may ask by notice in your Account or by email to switch to another provider, move to your own infrastructure, or have your exportable data erased. The maximum notice period is 2 months.

Transition. A transition period of 30 days follows the notice period. You may extend it once. If a 30-day transition is technically unfeasible, Opttab will tell you within 14 working days, explain why, and propose an alternative period of up to 7 months.

Export. During the transition period, you can export your exportable data in structured, commonly used, machine-readable formats, such as CSV or JSON, with reasonable assistance from Opttab.

End. The subscription ends when the switch is complete or, if you only asked for erasure, at the end of the notice period. Your exportable data remains retrievable for at least 30 days after the transition period, and is then deleted.

Exportable data. Exportable data means the data you provided or that the Services generated from your use: prompts and prompt sets, topics, competitors, workspace settings and configurations, tracking results, analytics data, content created in the Services, User data and related metadata. It does not include Aggregated Data, Usage Data, Opttab’s software, models, prompt libraries or methods, or data that relates only to Opttab’s internal operations.

Fees. Opttab charges no switching or export fees. If a yearly subscription ends early because you switch, Opttab will refund the yearly fees you paid, minus the monthly list price of your Plan for each month or part of a month that has passed, but never less than zero.

Exceptions. These mandatory switching rules may not apply to custom-built services, Evaluations or beta features.

15.10 Survival. Sections 5 (for fees due), 8.4, 8.5, 9, 10, 12.4, 13, 14, 15.7 to 15.10, 16, 17, 18 and 19 survive termination, along with any other provision that by its nature should survive.

16. Indemnity

16.1 By you. You will defend and indemnify Opttab, its Affiliates, directors, employees and subcontractors against third-party claims, regulatory fines and related losses and reasonable costs (including legal fees) arising from:

Customer Data, including claims that it infringes rights or breaches the law;

your products, offers, prices, content, advertising and dealings with End Customers, including orders placed through Agent Features;

your configuration of Agent Features;

your breach, or alleged breach, of these Terms, the Acceptable Use Policy or a Third-Party Platform’s terms;

your use of the Services or AI Output for High Risk Activities;

your clients’ use of the Services, if you are an agency, or disputes with your clients or End Customers, except to the extent caused by Opttab’s material breach;

negligent or wrongful acts of you, your Users or your personnel; or

your violation of law.

16.2 By Opttab. This section applies only where your Order Form expressly includes it. Opttab will then defend you against a third-party claim that the Services, used in line with these Terms, infringe that third party’s intellectual property rights, and will pay damages finally awarded or agreed in a settlement Opttab approves. This does not apply to claims arising from Customer Data, AI Output, Third-Party Platforms, combinations with items Opttab did not supply, modifications Opttab did not make, or use in breach of these Terms. If a claim is made or is likely, Opttab may obtain a licence, modify the Services, or terminate the affected Services and refund prepaid fees for the remaining period. This section is Opttab’s entire liability for intellectual property claims, subject to the cap in section 14.3.

16.3 Procedure. The indemnified party must promptly notify the indemnifying party, give it sole control of the defence and settlement, and cooperate reasonably at the indemnifying party’s cost. The indemnifying party may not agree to a settlement that admits fault by the indemnified party, or requires it to act or refrain from acting, without its written consent. The indemnified party may take part in the defence with its own counsel, at its own cost.

17. Compliance

17.1 Export controls and sanctions. You confirm that you and your Users are not located in, or owned or controlled by persons in, a country or region under comprehensive EU, Dutch, UN, UK or US sanctions, and are not listed on any sanctions list. You will not use the Services in breach of export control or sanctions laws, and will not submit data controlled under the US International Traffic in Arms Regulations (ITAR).

17.2 Anti-corruption. Neither party will offer, give or accept a bribe or other improper payment in connection with these Terms.

17.3 US government users. If you are a US government entity, the Services are “commercial computer software” and “commercial computer software documentation”, developed at private expense, and are provided under these Terms only, in line with FAR 12.212 and DFARS 227.7202.

18. Governing law and disputes

18.1 Governing law. These Terms, and any non-contractual obligations arising from them, are governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

18.2 Jurisdiction. All disputes are submitted exclusively to the competent court in Amsterdam (Rechtbank Amsterdam), with appeals to the competent appellate courts. Opttab may also bring claims for unpaid fees in the courts of your place of business. Either party may seek interim relief from any competent court.

19. General

19.1 Changes to these Terms. Opttab may update these Terms. It will give at least 30 days’ notice of material changes by email or in the Services. If you object, you may terminate the affected subscription before the change takes effect. If you do not, the change applies from its effective date. Changes required by law or for security reasons may take effect sooner. Changes to fees follow section 5.10, and changes to your Plan’s scope or Subscription Term under an Order Form need your agreement. Opttab may update its policies and Documentation as long as the update does not materially reduce its obligations during your Subscription Term.

19.2 Order of precedence. If documents conflict, this order applies: (a) the Data Processing Agreement, for the processing of personal data; (b) terms of an Order Form that expressly deviate from these Terms; (c) the AI Features & Output Terms; (d) these Terms; (e) the Acceptable Use Policy and other incorporated policies; (f) the Documentation.

19.3 Your terms rejected. Your purchasing or general terms do not apply, even if referenced in a purchase order, unless Opttab expressly agrees to them in writing.

19.4 Assignment. You may not assign or transfer these Terms without Opttab’s prior written consent. Opttab may assign them to an Affiliate, or in connection with a merger, reorganisation, acquisition or sale of all or substantially all of its assets or shares, by notice to you. An assignment that breaches this section is void.

19.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. These include outages or changes at Third-Party Platforms, hosting or network providers, cyberattacks not caused by inadequate security, war, pandemics, strikes and government action. Payment obligations are not excused. If a force majeure event lasts 30 days or more, the party not affected may terminate the affected subscription immediately by notice.

19.6 Notices. Opttab sends notices to the email address on your Account or in the Services. Notices from you of breach, termination for cause, claims or indemnity must be in writing and sent by registered mail or courier to Opttab B.V., Attn: Legal, Keizersgracht 520H, 1017 EK Amsterdam, the Netherlands, with a copy to legal@opttab.com. They take effect on receipt. Cancellations under section 15.3 can be made in your Account settings. Operational notices may be given by email or in the Services.

19.7 Electronic records. You agree to receive communications electronically. Opttab’s electronic records of acceptance, usage and transactions are evidence of their content unless you prove otherwise.

19.8 Entire agreement and severability. These Terms, your Order Forms and the incorporated documents are the entire agreement between the parties on their subject and supersede all prior agreements. If a provision is invalid, it is limited to the minimum extent necessary or replaced by the valid provision closest to its purpose, and the rest remains in force. Headings are for convenience only, and “including” means “including without limitation”.

19.9 Waiver. A waiver is only effective if made in writing. Failing or delaying to enforce a right is not a waiver of it.

19.10 Language. These Terms are written in English. If they are translated, the English version prevails.

19.11 Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship. Opttab is not a commercial agent (handelsagent), seller, merchant of record or payment provider for End Customer transactions.

Contact

Opttab B.V., Keizersgracht 520H, 1017 EK Amsterdam, the Netherlands. KvK 42094716 · VAT NL869689575B01. Email: legal@opttab.com.