Terms and Conditions

Last updated: October 24, 2022

These terms and conditions govern the relationship between customers and Optix, (as defined below) provided through a website: https://optix.site/

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Optix.
Customer(s) is a party who have created an account on the Website for the proposes to get a license for the Software and/or service(s) provided by Amasty. The customer may be an entrepreneur or consumer. Consumer is a natural person, who purchases the software for other than entrepreneurial purposes. Entrepreneur is a natural person or legal entity who holds the respective entrepreneurial license and who purchases the software and/or service(s) within his/her entrepreneurial activity.
Country refers to: United Kingdom
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Personal Data is any information that relates to an identified or identifiable individual.
Service refers to the Website.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Website refers to Optix, accessible from https://optix.site/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Software and Services

Optix develops following software: Extensions for Magento (Supportable versions) (“Software”) that can be can be purchased by the customer under license agreement through the Website, Adobe Marketplace.
By purchasing the Software, the customer agrees to the license agreement related to the Software. The up-to-date version of the license agreement is available here.
Under these terms and conditions as well as under other documents and agreements Optix may (1) provide the customer with the Software under Optix.com End-User License Agreement, (2) perform Support Services under Optix.com Support License Agreement, (3) perform the customization and development services under the Agreement for Software Customization and Development Services and/or these terms and conditions; (4) provide other services at its own discretion. These terms and conditions govern all listed actions, unless otherwise expressly provided for in special agreements.

Vendor Software

Optix may and has the right to sublicense Software developed by third-party (“Vendors”) to its customers based on a written agreement between Optix and the Vendor regulating the licensing terms.
By purchasing Vendor Software, the customer agrees to the license agreement related to the Software provided by the Vendor. Vendor’s Licence Agreement is available via a direct link on the product page and/or Vendor Website.
Optix provides updates for Vendor Software purchased at Optix website in accordance and for the duration stipulated in the license agreement of the respective Vendor. Latest versions of the purchased Software available to the customer can be found in the customer’s account. Optix reserves the right to exclude any product from the sales at any time. In such a case, Optix will cease to develop and offer to its customers any update of such product.
Optix offers to its customers – entrepreneurs support for Vendor software purchased from Optix in accordance with the terms of free support provided by the Vendor - that may include 90 days of free support with an option to extend the period or support services provided as part of product subscription by the Vendor. Support Services provided by Optix may include: pre-sale consultations, product functionality consultations, installation and configuration consultations. Further support services are provided by Vendor according to Vendor Support Policy and may include but is not limited to: issue verification on non-customized environments, issue verification on Customer environment, issue resolution and debugging in case such resolution is possible/viable.
ll other terms and conditions stipulated by the present Agreement are equally valid for Optix and Vendor Software.

Website Registration Procedure and Customer Account

Any user of Website has the possibility to set up a customer’s account with Optix.
Customer has the possibility to purchase the Software and/or services through the customer’s account. However, Optix offers to the customers also the possibility to set up customer’s account without the need to purchase any Software or services from Optix.
These terms and conditions shall be effective from the moment of customer’s account creation.
The purpose of the customer’s account is, among other things, to inform the customers of Optix on updates of the Software in case the customer purchased the Software developed by Optix.
In case the customer provides Optix with the respective consent on the processing of customer’s personal data, Optix will provide the customer through (i) the customer’s account, (ii) email, (iii) notification feed in customer admin areas, or (iv) ads shown in the extensions, also with marketing information on new products of Optix or updates of products of Optix.

Conclusion of the License Agreement

The customer may place an order to purchase the Software by aquiring a license under the License Agreement through (i) existing customer’s account, or (ii) directly with the Website using the respective order form, or (iii) through Adobe Marketplace. In case the customer places the order through Adobe Marketplace, Optix may automatically create customer’s account for such customer.
Relationships about the providing the Software by license are governed by the License Agreement.

Guarantee

Optix provides its customers with a guarantee of bug [defect]-free functioning of the Software. The guarantee period is two years and commences on the day of the conclusion of the license agreement between Optix and the customer.
The customer may claim a bug [defect] of the Software by written notice, email delivered to Optix, support system or chat.
Optix does not guarantee bug free functioning of the software and/or support inquiry investigation in case:
the customer does not use the latest version of the Software;
the customer does not use the latest version of Magento and/or PHP;
the customer uses the edition of the Software that does not correspond to the edition of Magento;
the customer uses customized Magento;
the customer has modified/customized Software.
Furthermore, Optix does not guarantee the bug free functioning of its software in combination with third-party products.

Support and Bug Fixing Policy for Customers

For product orders placed before February 1, 2022, basic support services are provided as part of an active support subscription as set out in Support License Agreement.
For product subscriptions purсhased after February 1, 2022 Optix offers basic support services as part of an active product subscription as set out in License Agreement.
For the avoidance of doubt, basic (Lite) support subscription activated before February 1, 2022 grant support services only for Software purchased before February 1, 2022. In order to receive support services for Software purchased after February 1, 2022, the Customer is required to have the product subscription for that Software active.
Basic support service grants the customer the possibility to report any bugs experienced while using the Software. Optix shall try to fix the bugs as soon as possible and in accordance with the Support License Agreement.
The customer may purchase support subscription add-on as available on the Website or upgrade to a higher subscription tariff at any time in order to receive additional support services.
The provision of support services is additionally governed by Support License Agreement available on Website.

Software Update Policy

For Software purchased after February 1, 2022, Software all updates, including technical updates (Magento/PHP compatibilities, bugfixing) and feature updates, shall be provided to customers as part of active product subscription.
Latest versions of the purchased Software may be found in the customer’s account. Optix reserves the right to exclude any Software from the sales at any time. In such a case, Optix will cease to develop and offer to its customers any updates of such Software.
For Software purchased before February 1, 2022, technical updates shall be provided free of charge. Feature updates for such Software shall be provided as part of an active support subscription as long as such subscription shall be kept active.
In case the Software is purchased after February 1, 2022, regardless of the product subscription status, the customer is entitled to retain access to the original code base of the Software purchased at Optix in the variation (version) that was available before the subscription was cancelled.
In case the Software is purchased before February 1, 2022, regardless of the support subscription status, the customer is entitled to retain access to the original code base of the Software purchased at Optix in the variation (version) feature-wise that was available before the subscription was cancelled. Technical updades for such Software shall be provided free of charge as long as such Software item shall remain available at Optix.
Software updates are provided only for the Magento version branch, for which the Software was purchased [for example, if a customer buys the extension for Magento 1.X.X, updates and support will be provided only for Magento of 1.X.X version branch. Updates for Magento of 2.X.X versions will not be provided for free even if the period of free updates and support will still be pending].
Magento 2, which was released in the fall of 2015, is a completely different solution in terms of architecture and is incompatible with all extensions developed for Magento of 1.X.X versions, including the ones provided by Optix. Due to this fact, extensions for Magento 2 will need to be developed from scratch and are treated as completely new extensions, not as new versions of extensions developed for Magento of 1.X.X versions.

Magento 2

Optix Magento 2 extensions are separate products developed from scratch due to the fundamental changes of logic, architecture and code structure of the new platform. They are not considered to be upgrades of Magento 1 extensions.
Magento 2 extensions are offered as separate products on Optix store and should be bought as individual items. They are not and won’t be compatible with Magento 1 platform, as well as Magento 1 extensions are not compatible with Magento 2 and won’t be upgraded to directly work on Magento 2 due to fundamental changes of logic, architecture and code structure of the new platform.
Optix informs its customers hereby, that Optix does not guarantee the development of Magento 2 modules which are fully identical to existing Magento 1 products, however, as always, we’ll do our best in choosing the most useful features for the business of our customers.

Customization and Development Services

Optix under the customer’s order may render the customization and development services.
In such a case Optix and the customer should conclude the Agreement for Software Customization and Development Services according to which Optix assures to perform the works for the customer that are determined by such Agreement, while the customer - to accept the results of work and pay the relevant costs.
These terms and conditions govern the relationship between customers and Optix about customization and development services, if the Agreement for Software Customization and Development Services wasn’t signed. In this case, if the customer has not signed the Agreement for Software Customization and Development Services, they are not entitled to refuse to pay for customization and development services, referring to the absence of the signed Agreement. Payment must be made in the order and amount that the parties agreed upon during the written negotiations by means of email communication or in Statement of Work. For avoidance of doubt the Customized Software consists of two parts: (1) Standard Software which is source code as well as all the objects of copyright and (or) related rights used upon its functioning and (or) created in connection with their creation, including design, pictures, audio-, video-, audiovisual and others objects, as well as system documentation related to the Standard Software created by Optix before the Customization and Development Services rendering. (2) Customization which is source code as well as all the objects of copyright and (or) related rights used upon its functioning and (or) created in connection with their creation, including design, pictures, audio-, video-, audiovisual and others objects, as well as system documentation related to the Customization created by Optix during the Customization and Development Services rendering.
To ensure lawful use of the Standard Software that is not transferred to the customer as part of customization and development services, the customer is required to purchase such Standard Software in accordance with the present terms and the End-User License Agreement,
The customer makes payments for the Software Customization and Development Services by transferring funds to Optix within five (5) business days after date the invoice is provided by Optix unless otherwise agreed with Optix.

No Warranties

The customer understands and agrees that any intellectual property objects provided to them are at their sole risk and that the any intellectual property objects provided to them are provided “as is”.
The customer is solely responsible for any consequences of cooperation and use any intellectual property objects provided to them including any loss in profit or reputation, loss of data, cost of procurement or other intangible loss.

Ownership

Optix retains all and any rights to any intellectual property objects, its components, any content and other intellectual property.
All trademarks, service marks and trade names are owned, registered and/or licensed by Optix. The customer does not acquire a license or any ownership rights to any trademarks, service marks, or trade names according to these terms and conditions.
The customer understands that any comments, feedback, or ideas the customer sends Optix are provided on a non-confidential basis and the customer grants to Optix a perpetual, worldwide license to use all comments, feedback and ideas the customer may share with Optix, without notice, compensation or acknowledgement to the customer, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.

Indemnification

The customer agrees to protect, defend, indemnify and hold harmless Optix, Optix’s affiliates, Contractors against any and all claims, fines, penalties, and expenses to the extent related to or resulting from: (a) the breach by the customer of these terms and conditions; (b) the negligent acts, errors, omissions or reckless or intentional wrongful misconduct of the customer; (c) the violation of applicable laws by the customer; and (d) to the extent arising from or relating to any death, personal injury, bodily injury to persons or damage to property caused by the customer, its personnel or the deliverables.
Optix will give by the customer notice of any matters giving rise to a claim for indemnification. Immediately after receiving a correspondent notice from Optix the customer shall cooperate with Optix, take control of the defense and investigation of such matters. Particularly, within ten (10) business days after receipt of the notice with respect thereto at customer’s sole cost and expense the customer shall employ legal counsel approved by Optix. Optix shall not be liable for any settlements, litigation costs or expenses incurred by the customer. Optix's failure to cooperate with the customer will not relieve the customer of its obligations under this section except to the extent that the customer can demonstrate that it has been materially prejudiced as a result of such failure. Optix may participate in and observe the proceedings at Optix’s own cost and expense with counsel of Optix’s own choosing.

Confidentiality

Confidential Information means information of commercial value which is kept confidential by Optix and which shall not come into the public in accordance with these terms and conditions. Confidential Information includes all information disclosed by Optix or its directors, employees and, professional advisers to the customer, whether disclosed orally or in writing and, without prejudice to the generality of the foregoing, may include information relating to the Optix’s technologies, Website, researches, products, software, services, development, creative projects, inventions, industrial patterns, drawings, design documentation, marketing or finances of Optix.
The customer undertakes the obligations to keep the confidentiality of the Confidential Information received from Optix.
The customer shall use all commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure.
The customer provides Optix with a reasonable opportunity to review the disclosure and to interpose its own objection to the disclosure of the relevant Confidential information.
The obligations on keeping the Confidential Information will remain in force within five (5) years after the moment of its disclosure.

Restrictions

Unless otherwise specified in these terms and conditions the customer must not:
Use information obtained from the cooperation with Optix directly for making profit, use it in a manner contrary to law or these terms and conditions;
Copy and (or) distribute, modify and (or) otherwise use the Software in whole or in part in conflict with these terms and conditions;
Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the in whole or in part except as provided by Optix within the End-User License Agreement;
Use access to the Software, Website and any other information for the purpose of conduct of any activity that is competing to Optix’s business;
Try to interfere with the operation of the Website, Software, disrupt the process of providing any Optix’s services to other customer, or otherwise try to harm the Website, Software (DoS, DDoS attack, etc.);
The customer undertakes to comply with the terms set forth herein and agrees that Optix may take all necessary measures to prevent and cease violations of the terms and conditions including removing the customer’s account without prior notice and any refunds.

Limitation of Liability

The customer expressly understands and agrees that, to the extent not prohibited by applicable law, Optix shall not be liable to the customer for any direct, indirect, incidental, special consequential or exemplary damages incurred by customer, however caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss arising out of the use or inability to use the Software, support services and/or customization, development services or any other services provided to customer under these terms and conditions.
The foregoing limitations on Optix’s liability shall apply whether or not Optix has been advised of or should have been aware of the possibility of any such losses arising.
If the customer claims damages associated with the use of the Software, and provided that Optix is liable to the customer for such violation in accordance with these terms and conditions, Optix at its sole discretion may (i) appropriately modify the Software so that it becomes non-infringing without a material loss of functionality, or substitute functionally equivalent services or Software; or (ii) if the option mentioned above is not commercially reasonable, terminate these terms and conditions on written notice to customer. The obligations set forth in this clause shall constitute Optix’ entire liability and customer’s sole remedy for any actual or alleged infringement.
In any case the cumulative liability of Optix to the customer for all claims arising from or relating to the Software shall be a maximum of the two thousand (2,000) USD.
In no event will Optix be liable or responsible to the customer, or be deemed to have defaulted under or breached these terms and conditions, for any failure or delay in fulfilling or performing any term herein, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond Optix’s reasonable control (“Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the effective date of these terms and conditions, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

Applicable Law and Dispute Resolution

Any issue which is not agreed in these terms and conditions will be governed by the laws of United Kingdom.
The parties will endeavor to resolve all disputes, controversies and claims that may arise in connection with the execution, termination or invalidation of these terms and conditions by negotiations.

Final Provisions

These terms and conditions have been valid and effective since 24 October 2022. These terms and conditions shall be effective for the new customer from the moment of customer’s account creation to the termination in accordance with its terms.
Optix is entitled to terminate these terms and conditions at any time by giving written notice to the customer.
These terms and conditions cancel any previous terms and conditions.
Optix reserves the right to adopt any changes and amendment hereto. The up-to-date version hereof is available on https://optix.site/.
Any relationships between the customer and Optix are regulated in a corresponding part by Website Terms. Website Terms include these terms and conditions,Optix.com End-User License Agreement, Optix.com Support License Agreement, Consent with processing of personal data for marketing purposes, Privacy Policy and Data Protection Rules. Website Terms shall be effective from the moment specified in each of them.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email: [email protected]