By purchasing, subscribing to, or using any services offered by Hermes Holding, LLC DBA Oddly Optimal ("Oddly Optimal," "we," or "us"), you ("Client") agree to be bound by these Terms of Service ("Terms"). Acceptance occurs when you complete a purchase through our payment processor, sign an order form or proposal, or begin receiving services from us.
If you do not agree to these Terms, do not purchase or use our services.
Oddly Optimal provides revenue optimization consulting services to software businesses, which may include:
These Terms govern all engagements with Oddly Optimal.
3.1 Fees. The monthly fee for your engagement is as stated at checkout. Fees are billed monthly in advance.
3.2 Billing. By providing payment information, you authorize us to charge the applicable monthly fee on a recurring basis until the engagement is terminated.
3.3 Late Payment. If payment is not received within 15 days of the due date, Oddly Optimal may suspend services immediately and terminate the engagement.
3.4 No Refunds. All fees are non-refundable. If you cancel mid-month, you will not receive a prorated refund for the remaining days in the billing period.
3.5 Taxes. Fees do not include applicable taxes. You are responsible for any sales, use, or similar taxes arising from your purchase.
4.1 Month-to-Month. Engagements continue on a month-to-month basis until terminated by either party.
4.2 Cancellation by Client. You may cancel at any time by providing 30 days' written notice to hello@oddlyoptimal.com. Service will continue through the end of the final paid month.
4.3 Termination by Oddly Optimal. We may terminate your engagement (a) with 30 days' written notice for any reason, or (b) immediately if you fail to pay any fees within 15 days of the due date, or if you violate any material term of these Terms.
4.4 Effect of Termination. Upon termination, your right to receive services ends. All outstanding fees become immediately due and payable. Sections 5, 6, 7, 9, 10, 11, and 12 survive termination.
5.1 Rescheduling. Sessions may be rescheduled with at least 24 hours' advance notice at no penalty.
5.2 Late Cancellations. Sessions cancelled with less than 24 hours' notice will be counted as delivered and are not eligible for rescheduling or refund.
5.3 No-Shows. If Client fails to attend a scheduled session without notice, the session is counted as delivered.
Each party agrees to keep the other's Confidential Information ("CI") strictly confidential and not to disclose or use it except as necessary to perform these Terms. "Confidential Information" means any non-public business information shared by one party with the other, including business data, financials, product plans, customer information, and strategies.
This obligation does not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the CI; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party.
This confidentiality obligation survives termination of the engagement.
7.1 Oddly Optimal IP. All frameworks, methodologies, processes, templates, and materials developed or used by Oddly Optimal ("OO IP") remain the sole property of Oddly Optimal. Nothing in these Terms transfers ownership of OO IP to Client.
7.2 License to Client. Oddly Optimal grants Client a non-exclusive, non-transferable, revocable license to use OO IP solely for Client's internal business purposes during the engagement.
7.3 Client IP. Client retains ownership of all pre-existing Client materials and data shared with Oddly Optimal. Client grants Oddly Optimal a limited license to use such materials solely to provide the services.
8.1 Use of Client Name and Logo. By entering into an engagement with Oddly Optimal, Client grants Oddly Optimal a non-exclusive, royalty-free license to use Client's name, company name, and logo on Oddly Optimal's website, marketing materials, social media, and other promotional content to identify Client as a customer of Oddly Optimal. Oddly Optimal may resize or reformat Client's logo for visual consistency but will not alter its meaning or substance.
8.2 Revocation. Client may withdraw this authorization at any time by providing written notice to hello@oddlyoptimal.com. Upon receipt, Oddly Optimal will remove Client's name and logo from active materials within 30 days.
8.3 No Endorsement. Use of Client's name or logo does not imply endorsement of Oddly Optimal's services, nor does it create any partnership or agency relationship beyond what is described in these Terms.
Oddly Optimal is an independent contractor, not an employee, partner, or agent of Client. Oddly Optimal is solely responsible for all taxes, insurance, and obligations related to compensation received under these Terms. Nothing in these Terms creates a joint venture, partnership, or agency relationship.
Oddly Optimal does not guarantee any specific revenue outcomes, growth metrics, or business results from the services. All strategies, recommendations, and frameworks are provided in good faith based on available information. Client is solely responsible for evaluating and implementing any advice provided.
11.1 Cap. Oddly Optimal's total liability to Client for any claims arising out of or relating to these Terms or the services shall not exceed the total fees paid by Client in the three (3) months immediately preceding the claim.
11.2 Exclusions. In no event shall Oddly Optimal be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.
11.3 Basis of Bargain. The limitations in this Section reflect an allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties.
SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ODDLY OPTIMAL DOES NOT WARRANT THAT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
13.1 Governing Law. These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles.
13.2 Informal Resolution. Before initiating any formal dispute, the parties agree to attempt to resolve the dispute informally by contacting the other party in writing and attempting to negotiate in good faith for 30 days.
13.3 Jurisdiction. Any legal action arising out of these Terms shall be brought exclusively in the state or federal courts located in North Carolina, and both parties consent to the jurisdiction of such courts.
14.1 Entire Agreement. These Terms constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.
14.2 Modifications. We may update these Terms from time to time. Continued use of the services after notice of updated Terms constitutes acceptance. For existing clients, material changes take effect at the start of the next billing cycle.
14.3 Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
14.4 Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
14.5 Assignment. Client may not assign these Terms or any rights hereunder without Oddly Optimal's prior written consent. Oddly Optimal may assign these Terms in connection with a merger, acquisition, or sale of assets.
14.6 Notices. Notices under these Terms should be sent to hello@oddlyoptimal.com. Oddly Optimal will send notices to the email address on file with your account.