Terms of Service

Effective Date: 2025-04-10

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

1. Introduction & Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“User”, “you”), and OptiHeatX (“Company”, “we”, “us”, or “our”), concerning your access to and use of the OptiHeatX website ([Insert Website URL]), as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”) and the products and services offered by OptiHeatX (the “Products” and “Services”).

By accessing the Site or using any Products or Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE, PRODUCTS, AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

2. Definitions

  • “Site”: The OptiHeatX website located at [Insert Website URL] and related platforms.
  • “Products”: Refers collectively to OptiHeatX’s offerings including, but not limited to, Fundamentals, Guide, Road Map, Project, and Automation System.
  • “Services”: Refers to support, consultation, analysis (as part of Road Map), design generation (as part of Project), and software-as-a-service (Automation) provided by OptiHeatX.
  • “User”: Any individual or entity accessing the Site or using the Products or Services. Users may fall into specific categories defined below.
  • “Property Owner”: An individual or entity owning or managing a specific property for their own use or rental, purchasing Products for that property.
  • “Property Developer”: An individual or entity engaged in the business of developing or substantially renovating properties for the purpose of sale, purchasing Products for specific properties under development.
  • “Professional Service Provider” / “Professional”: An individual or entity (e.g., Installer, Consultant, Architect) providing services related to heating systems to Property Owners or Property Developers, potentially using certain OptiHeatX Products under specific licenses to facilitate their services.
  • “Installer”: A Professional primarily engaged in the physical installation of heating systems.
  • “Consultant”: A Professional primarily engaged in providing advisory services regarding heating systems.
  • “Architect”: A Professional primarily engaged in the design of buildings, potentially incorporating heating system design using specific OptiHeatX Products under a Project-Offering-Tied License.
  • “Content”: All information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials available through the Site, Products or Services.
  • “Property-Tied License”: A license granted to a Property Owner or Property Developer for the full stack of purchased OptiHeatX Products, tied to a specific, identified property, and automatically transferable with the sale of that property.
  • “Professional-Tied License”: A license granted exclusively to an individual Installer or Consultant for the OptiHeatX Guide product, tied to that specific professional (identified uniquely), allowing use for providing services to multiple clients. Transferable within the professional’s company under conditions specified herein.
  • “Project-Offering-Tied License”: A license granted exclusively to an Architect for specific OptiHeatX Products (Fundamentals, Guide, optional Road Map and/or Project), tied to a defined standard architectural service offering incorporating these Products, allowing reuse of the licensed Products when delivering that specific offering to multiple clients.
  • “Base Unit” (BU), “Cold Ratio”, “System Complexity Unit” (SCU), “Property Area Unit” (PAU): Metrics used in the OptiHeatX pricing model, as defined on the Pricing Page.
  • “DEASM” (Design Early Adoption Stimulus Markup): A potential markup on the Automation Connection Fee, applied under conditions defined on the Pricing Page.

3. Description of Services & Products

OptiHeatX provides informational content, design guides (Guide), personalized investment analysis (Road Map), customized system design documentation (Project), and an intelligent heating system automation platform (Automation) aimed at optimizing water-based hybrid heating systems. Product details, scope, and prerequisites are described on the relevant pages within the Site.

4. User Accounts & Registration

Access to certain Products or Services (e.g., deliverables for Guide, Project, Automation interface) may require User registration and account creation. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and for any activities or actions under your account. OptiHeatX cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

5. Product Licensing Terms

Access to and use of OptiHeatX Products are subject to specific license terms based on User type and the nature of the Product.

  • 5.1. General Conditions: All licenses are non-exclusive, non-sublicensable (except as expressly permitted for Property-Tied license transfer), and subject to these Terms and payment of applicable fees. Unauthorized use, reproduction, or distribution of Products or Content is strictly prohibited.
  • 5.2. Property-Tied Licenses (Property Owners & Property Developers):
    • Scope: Applies to the full stack of Products purchased (Fundamentals, Guide, optional Road Map, Project, Automation) for a single, identified property.
    • Use: Grants the right to use the Products for the design, implementation, operation, and maintenance of the heating system on the specified property only.
    • Transferability: The entire Property-Tied license stack, including any active Automation subscription balance, automatically transfers to the new legal owner upon the verified sale of the specified property. The seller (Owner/Developer) is responsible for informing the buyer.
    • Restrictions: Cannot be used for other properties.
    • Reference: See For Property Owners / For Property Developers.
  • 5.3. Professional-Tied Licenses (Installers & Consultants):
    • Scope: Applies only to the Guide product purchased by Installers and Consultants.
    • Use: Grants the right to the licensed individual professional to use the Guide’s knowledge and principles to inform their service provision (consulting, installation based on client’s Project) to multiple clients.
    • Licensing: Granted per named individual, uniquely identified. Companies must purchase separate licenses for each employee using the Guide.
    • Transferability: Licenses can be transferred to another employee within the same company upon request and verification by OptiHeatX (contact support). Not transferable outside the company.
    • Restrictions: Does not grant implementation rights on any property (client or personal). Does not grant rights to Road Map or Project tools.
    • Reference: See For Professionals.
  • 5.4. Project-Offering-Tied Licenses (Architects only):
    • Scope: Applies only to Architects purchasing the Fundamentals (Free), Guide, and optionally the Road Map and/or Project products for integration into a defined standard architectural service offering.
    • Use: Grants the right to use the licensed Products repeatedly only when delivering the specific, defined service offering to multiple clients.
    • Licensing: Granted per defined standard service offering. A new license may be required if the offering incorporating these OptiHeatX Products changes significantly.
    • Restrictions: Does not grant implementation rights on any property (client or personal). Does not grant rights to the Automation system. Does not include the digital system scheme required for Automation (this is part of the client’s Property-Tied Project).
    • Reference: See For Professionals.
  • 5.5. Client Purchase Obligation (Requirement for All Professionals): Notwithstanding any Professional-Tied or Project-Offering-Tied licenses held by a Professional Service Provider, the end client (Property Owner or Property Developer) MUST purchase the full Property-Tied product stack directly from OptiHeatX for their specific property. This Property-Tied license is required to gain implementation rights, the necessary digital system scheme for the Automation system, and license transferability upon property resale. Professionals are obligated to inform their clients of this mandatory requirement. Failure of the client to purchase the required Property-Tied license prohibits legal implementation and use of the OptiHeatX system, including the Automation.
  • 5.6. Dual Roles: Individuals acting in multiple roles (e.g., Professional and Property Owner/Developer) must acquire separate, appropriate licenses for each role and context. Professional licenses (Professional-Tied or Project-Offering-Tied) cannot be used for personal property implementation.

6. Pricing, Payment, and Fees

  • 6.1. Pricing Model: Prices for Products and Services are determined based on the OptiHeatX pricing model involving Base Units (BU), Cold Ratio, System Complexity Unit (SCU) Ratio, Property Area Unit (PAU) Ratio, and local electricity prices, as detailed on the Pricing Page. OptiHeatX reserves the right to modify its pricing model upon reasonable notice.
  • 6.2. Payment: Fees for purchased Products and Services are due as specified at the time of purchase or as per the agreed payment schedule (e.g., staged payments for Project, yearly subscription for Automation). All payments are processed through designated payment processors. You agree to provide current, complete, and accurate purchase and account information.
  • 6.3. DEASM: The Automation Connection Fee may be subject to a Design Early Adoption Stimulus Markup (DEASM) if connection occurs less than one (1) year after the weighted average purchase date of prerequisite design Products (Fundamentals, Guide, Project, optional Road Map), as further detailed on the Pricing Page. Connecting one year or more after the weighted purchase date avoids the DEASM.
  • 6.4. Taxes: All fees are exclusive of applicable taxes (e.g., VAT), which will be added to the invoice amount as required by law.

7. Intellectual Property Rights

The Site, Services, Products, and all related Content, including source code, databases, functionality, software, designs, text, graphics, logos, and trademarks (“Intellectual Property”), are owned or controlled by OptiHeatX or licensed to us, and are protected by copyright, trademark, and other intellectual property laws. Except as expressly provided in these Terms via specific licenses, no part of the Intellectual Property may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without our express prior written permission.

8. User Conduct

You agree not to use the Site, Products, or Services to: (a) violate any local, state, national, or international law; (b) infringe upon or violate our intellectual property rights or the intellectual property rights of others; (c) submit false or misleading information; (d) interfere with or circumvent the security features of the Service or any related website; (e) attempt to reverse engineer, decompile, or disassemble any software or proprietary component of the Products or Services.

9. Disclaimers of Warranties

THE SITE, PRODUCTS, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITE, PRODUCTS, AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, PRODUCTS, AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, PRODUCTS, AND SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

SPECIFICALLY REGARDING THE “WATER-ONLY” DESIGN OPTION: The “water-only” heating system design is an option offered by OptiHeatX that may provide cost and simplicity benefits. OptiHeatX Products (Guide, Project, Automation) incorporate a multi-layered approach intended to significantly mitigate the risk of freezing associated with this option, including: enhanced insulation techniques (Guide), utilization of heat pump internal protection mechanisms (where available), external temperature sensors (with redundancy options), Automation system logic for proactive circulation based on sensor readings, Automation system logic for automated draining of external components triggered by temperature and backup power status, and server-side health checks monitoring the local Automation controller. While these measures substantially increase system resilience and reliability, making the risk extremely low under intended operating conditions, the “water-only” design inherently carries risks that cannot be entirely eliminated. OptiHeatX provides NO WARRANTY AND MAKES NO GUARANTEE against system faults or property damage (including, but not limited to, damage from freezing) resulting from the use of the “water-only” design option, especially those arising from circumstances beyond OptiHeatX’s direct control, such as: prolonged power outages exceeding backup capacity, failure of User’s backup power system, failure of non-OptiHeatX hardware components (sensors, pumps, valves, Raspberry Pi controller), network connectivity issues preventing server health checks or remote commands, unforeseen physical damage to the system, extreme weather events exceeding design parameters, or incorrect system installation, configuration, or maintenance by the User or their contractors. The User assumes sole responsibility for understanding these risks, selecting this design option, ensuring proper installation and maintenance, and implementing adequate backup power solutions. In the event a verifiable software bug within the OptiHeatX Automation system is determined to be the direct cause of a failure related to freeze protection, OptiHeatX’s sole liability shall be limited to using commercially reasonable efforts to correct such bug in future software updates. OptiHeatX intends to explore offering guarantees for specific, verified “water-only” configurations in the future contingent upon business growth and the implementation of automated installation verification checks, but makes no commitment to offer such guarantees at this time.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPTIHEATX OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, PRODUCTS, OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES RESULTING FROM:

  • Reliance on information or design guidance provided (User is responsible for final verification and implementation).
  • Incorrect installation or maintenance performed by the User or third-party contractors.
  • Failure of the Automation system or its components due to external factors such as power loss, internet connectivity issues, failure of User-provided hardware (including the Raspberry Pi controller), sensor malfunction, or limitations or failures in the server-side health check monitoring.
  • Software bugs within the OptiHeatX Automation system (liability limited to bug correction efforts as stated in Section 9).
  • Selection and use of the “Water-only” design option.
  • Incompatibility of OptiHeatX products with non-specified third-party equipment.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Products and Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site, Products, or Services with whom you connected via the Site or Services.

12. Affiliate Programs

OptiHeatX offers separate Affiliate Programs for Property Developers and Professional Service Providers. Participation is subject to specific requirements and terms outlined on the For Property Developers and For Professionals pages, respectively, which are incorporated herein by reference.

13. Term and Termination

These Terms shall remain in full force and effect while you use the Site, Products or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE, PRODUCTS AND SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE, PRODUCTS AND SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

14. Governing Law & Dispute Resolution

These Terms and your use of the Site, Products and Services are governed by and construed in accordance with the laws of [Insert Governing Jurisdiction - e.g., the Republic of Serbia] applicable to agreements made and to be entirely performed within [Insert Governing Jurisdiction], without regard to its conflict of law principles. Any dispute arising out of or related to these Terms shall be resolved exclusively in the competent courts located in [Insert Jurisdiction City/Region - e.g., Belgrade, Serbia].

15. Modifications to Terms

We reserve the right to change, modify, or remove the contents of the Site or these Terms at any time or for any reason at our sole discretion without notice. However, we will alert you about any changes by updating the “Effective Date” of these Terms. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site, Products or Services after the date such revised Terms are posted.

16. Contact Information

If you have questions or comments about these Terms, please contact us at: OptiHeatX Email: [Insert Contact Email - e.g., optiheatx@gmail.com] [Insert other contact details if applicable - e.g., Mailing Address]

17. Miscellaneous

These Terms and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site or Services.