Terms & Conditions

These Terms of Service (“Terms”) form a binding agreement between Venue Mentor, LLC, a North Carolina limited liability company doing business as Optics (“Optics,” “Company,” “we,” “us,” or “our”), and the individual or business entity that registers for, accesses, or uses the Service (“Customer,” “you,” or “your”). Optics is a software platform for managing bar and beverage inventory, building and pricing bar packages, tracking orders, and forecasting future purchasing needs for venues, bars, restaurants, and hospitality businesses (the “Service”).

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR ACCESSING OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, AVAILABLE AT [PRIVACY POLICY URL] AND INCORPORATED HERE BY REFERENCE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS, AND “YOU” REFERS TO THAT BUSINESS. THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 16, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. Description of the Service

Optics provides tools for managing bar and beverage inventory, building and pricing bar packages, tracking stock and orders, and forecasting future purchasing needs, together with any related features, updates, mobile applications, and support we make available from time to time. We may add, change, deprecate, or remove features at any time, and we will use reasonable efforts to notify you of changes that materially reduce the Service's core functionality.

Optics is a software tool — it is not a licensed distributor, wholesaler, retailer, or seller of alcohol, and nothing in the Service constitutes legal, tax, licensing, or regulatory compliance advice. Forecasts, pricing suggestions, and package recommendations generated by the Service are decision-support estimates only. You are solely responsible for verifying them and for complying with all federal, state, and local laws applicable to your business, including alcohol licensing, beverage control, and tax laws.

2. Eligibility & Account Registration

You must be at least 18 years old and legally authorized to act on behalf of the business creating the account.
You must provide accurate, current, and complete registration information and keep it up to date.
You are responsible for safeguarding your login credentials and for all activity that occurs under your account, including activity by employees or contractors you authorize to use the Service.
You must notify us immediately at [support email] of any unauthorized access to or use of your account.
Unless we agree otherwise in writing, each business may maintain only one active account.

3. Subscription Plans, Fees & Payment

Optics is offered through paid subscription plans described at [pricing page URL] or in an order form signed by you (each, a “Billing Cycle”, meaning the monthly or annual recurring period you select at signup).

Fees are billed in advance for each Billing Cycle and are due in U.S. dollars unless otherwise agreed in writing.
You authorize Optics and its payment processor to automatically charge your payment method on file for all subscription fees, applicable taxes, and any other charges you incur through the Service.
If a payment fails, we may retry the charge, suspend your access to the Service, and/or charge a late fee, until the balance is resolved.
You are responsible for keeping your billing information current. Charges resulting from outdated billing information are your responsibility.

Fee changes. We may change subscription fees from time to time. We will give you at least thirty (30) days' advance notice of any fee increase by email or in-app notice before it takes effect on your next renewal. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fee. If you do not agree to a fee change, you may cancel your subscription before it takes effect in accordance with Section 4.

4. Billing, Auto-Renewal & Cancellation

Subscriptions automatically renew at the end of each Billing Cycle for another period of the same length, at the then-current fee, unless and until you cancel in accordance with this Section.

To cancel, you must notify us at least seven (7) days before your then-current Billing Cycle's renewal (billing) date, either through your account settings or by emailing team@optics.bar . Cancellation requests received fewer than seven (7) days before the renewal date will not take effect until the following renewal date — the renewal charge already scheduled will still be processed, and your subscription will remain active (and billable) through that next full Billing Cycle.

Effect of cancellation. When you cancel, you keep access to the Service through the end of the Billing Cycle you already paid for. We do not provide service, credits, or refunds for any part of a Billing Cycle after cancellation takes effect. Once your final paid Billing Cycle ends, your account will be downgraded or deactivated and access to the Service will end, subject to the data export rights in Section 7.

We may also decline to renew or may cancel your subscription in accordance with Section 15 (Term, Suspension & Termination).

5. Refunds

Except as expressly stated in an order form or required by applicable law, all fees are non-refundable, including for partial Billing Cycles, unused features, downgrades, or early cancellation.

6. Customer Data — Ownership & License

“Customer Data” means the inventory counts, recipes, cost and pricing information, sales and order history, vendor information, bar package configurations, and any other data or content that you or your authorized users upload, input, or generate using the Service.

6.1 You own your data

As between you and Optics, you own all right, title, and interest in and to your Customer Data. These Terms do not transfer any ownership of Customer Data to Optics.

6.2 License you grant us

You grant Optics a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and otherwise use your Customer Data solely as necessary to: (a) provide, operate, and support the Service for you; (b) troubleshoot, maintain, and improve the Service; and (c) comply with applicable law. This license ends when Customer Data is deleted from the Service, except for copies retained in routine backups, which are deleted on our normal backup rotation schedule.

6.3 De-identified and aggregate data

We may create and use data that is aggregated and/or de-identified so that it no longer identifies you, your business, or any individual (“Aggregate Data”), for purposes such as benchmarking, product improvement, research, and industry insights, and we may share Aggregate Data with third parties. Aggregate Data is owned by Optics and is not considered your Customer Data.

6.4 No sale of data; accuracy

We do not sell your Customer Data to third parties. You are solely responsible for the accuracy, quality, and legality of the Customer Data you input and for having all rights necessary to provide it to us.

7. Data Security, Export & Deletion

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is completely secure, and we cannot guarantee that unauthorized access, disclosure, or loss will never occur.

If your subscription ends, you may request an export of your Customer Data in a standard format within [30] days after termination by contacting team@optics.bar. After that period, we may delete Customer Data from our active systems, subject to residual copies in backups, which are purged on our normal backup schedule (no longer than [90] days). Your personal information, and that of your staff and customers, is handled as described in our Privacy Policy at optics.bar/privacy-policy].

8. Intellectual Property Rights

8.1 Optics owns the Service

Optics and its licensors own all right, title, and interest in and to the Service, including its software, source code, algorithms and forecasting models, user interface, design, text, graphics, and all related intellectual property rights, and the “Optics” name, logo, and related marks. Except for the limited rights expressly granted in these Terms, no rights in the Service are granted to you.

8.2 License to you

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

8.3 Restrictions

Reverse engineer, decompile, or disassemble any part of the Service, except to the extent applicable law expressly permits it;
Copy, resell, sublicense, rent, lease, or lend the Service to any third party;
Remove or obscure any proprietary notices on the Service;
Use the Service to build, train, or benchmark a competing product or service; or
Access the Service by any means other than through the interfaces we provide, or attempt to exceed your authorized access.

8.4 Feedback

If you send us ideas, suggestions, or feedback about the Service, you grant Optics a perpetual, worldwide, royalty-free, irrevocable license to use that feedback for any purpose, without obligation or compensation to you.

8.5 Trademarks

“Optics” and associated logos are trademarks of Venue Mentor, LLC. You may not use them without our prior written consent.

9. Acceptable Use

You agree not to use the Service to:

Violate any applicable law, including alcohol licensing and beverage control laws;
Upload malicious code or attempt to interfere with or disrupt the Service's operation or security;
Infringe the intellectual property, privacy, or other rights of any third party;
Access or attempt to access another customer's data without authorization;
Misrepresent your identity or affiliation with any person or entity; or
Resell, white-label, or provide the Service to third parties without our prior written authorization.

We may suspend or terminate access for violations of this Section in accordance with Section 15.

10. Third-Party Services & Integrations

The Service may integrate or interoperate with third-party services, such as point-of-sale systems, accounting software, or vendor ordering platforms. Your use of any third-party service is governed by that provider's own terms and privacy policy. We are not responsible for third-party services and do not guarantee their availability, accuracy, or security.

11. Confidentiality

Each party may have access to non-public business, technical, or financial information of the other party (“Confidential Information”). Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own similarly sensitive information (and no less than reasonable care), to use it only to perform its obligations under these Terms, and not to disclose it except to personnel, contractors, or advisors with a need to know, or as required by law. Customer Data is Customer's Confidential Information; the non-public terms of pricing and the Service's technology are Optics' Confidential Information.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY FORECAST, PRICING SUGGESTION, OR PACKAGE RECOMMENDATION GENERATED BY THE SERVICE WILL BE ACCURATE OR SUITABLE FOR YOUR BUSINESS. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING SERVICE OUTPUTS AND FOR YOUR OWN INVENTORY, PURCHASING, PRICING, AND COMPLIANCE DECISIONS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OPTICS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO OPTICS IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to (a) either party's indemnification obligations, (b) a party's gross negligence or willful misconduct, or (c) liability that cannot be limited under applicable law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Optics, its affiliates, and their respective officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Service; (b) your Customer Data; (c) your violation of these Terms or applicable law; or (d) your violation of any third party's rights, including intellectual property or alcohol licensing laws.

15. Term, Suspension & Termination

These Terms take effect when you first accept them and continue until your subscription is terminated as described in this Section.

We may suspend or terminate your access to the Service immediately for material breach of these Terms, non-payment, suspected fraud or illegal activity, or a security risk to the Service or other customers.
We may otherwise decline to renew or terminate your subscription for any reason with at least thirty (30) days' advance notice.
You may terminate by cancelling your subscription in accordance with Section 4.

Upon termination, your right to access the Service ends, and any outstanding fees become immediately due. Sections concerning data retention, fees already incurred, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provision that by its nature should survive, will survive termination.

16. Dispute Resolution — Binding Arbitration & Class Action Waiver

16.1 Agreement to arbitrate

Except for disputes that qualify for small claims court or claims for injunctive relief to protect intellectual property rights, you and Optics agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively through final and binding individual arbitration, rather than in court, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.

16.2 Class action waiver

YOU AND OPTICS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a class or representative proceeding.

16.3 Informal resolution first

Before filing for arbitration, you and Optics agree to first try to resolve the dispute informally by sending written notice describing the dispute to [legal/support email] (for notices to Optics) or to the email or address on file (for notices to you). The parties will negotiate in good faith for thirty (30) days after notice is sent before either party may commence arbitration.

16.4 Location & fees

Arbitration will take place in Wake County, North Carolina, or another location the parties mutually agree on, or, for smaller claims, may be conducted by written submissions or telephone where the AAA rules permit. Arbitration fees are governed by AAA rules; Optics will pay the AAA filing fee for any claim under $10,000 that you bring in good faith. Each party otherwise bears its own attorneys' fees unless the arbitrator or applicable law provides otherwise.

16.5 Right to opt out

You may opt out of this arbitration agreement by sending written notice to [legal/support email or mailing address] within thirty (30) days of first accepting these Terms. If you opt out, neither you nor Optics will be required to arbitrate, and disputes will instead be resolved under Section 17.

17. Governing Law & Venue

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles. For any dispute not subject to arbitration under Section 16 (such as small claims matters or a request for injunctive relief to protect intellectual property), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina.

18. Changes to These Terms

We may update these Terms from time to time. We will provide notice of material changes at least thirty (30) days in advance by email or in-app notice before they take effect. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Service and may cancel your subscription in accordance with Section 4.

19. Notices

Notices to Optics must be sent to [legal/support email] or to [mailing address]. Notices to you will be sent to the email address associated with your account or delivered through an in-app notice. Notices are considered given when sent, unless the sender knows the notice failed to reach the recipient.

20. General Provisions

20.1 Entire agreement

These Terms, together with the Privacy Policy and any order form you sign, constitute the entire agreement between you and Optics regarding the Service and supersede any prior agreements on this subject.

20.2 Severability

If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

20.3 No waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

20.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law.

20.5 Force majeure

Neither party is liable for delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, internet or utility outages, or acts of government.

20.6 Independent contractors

Optics and Customer are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20.7 No third-party beneficiaries

These Terms do not create any rights for any person or entity that is not a party to them.

20.8 Electronic communications

You consent to receive notices, agreements, and disclosures electronically, and agree that electronic signatures and communications satisfy any legal requirement that such communications be in writing.

21. Contact Us

Questions about these Terms can be sent to:

Venue Mentor, LLC (d/b/a Optics)

4205 Banks Stone Drive Raleigh, NC 27603