TRIAL USE TERMS AND CONDITIONS

BY REQUESTING ACCESS TO AND USE OF AN OPTIMIZELY TRIAL SOFTWARE SERVICE, CUSTOMER IS ACKNOWLEDGING ITS ACCEPTANCE OF AND AGREEMENT WITH OPTIMIZELY OF THESE TRIAL TERMS AND CONDITIONS (“TRIAL TERMS”).

1.TRIAL. Right to Use. For the Term only, Optimizely grants Customer a non-transferable, non-exclusive, worldwide right to Use the Software Services subject to these Trial Terms – (“Trial Use”). Optimizely may terminate access to and Use of the Software Service at any time, without notice, at Optimizely’s sole discretion, and without liability to Customer. Optimizely may at any time put usage or volume limits in place on the Use of the Software Service. The Software Service is entirely optional for Customer to access and use. Customer may cease Use of the Software Service at any time, and for any reason. Trial Term. Customer may access and use the Trial-Use Software Service for the period that Optimizely makes the Software Service available to Customer (“Term”). Optimizely may terminate Customer’s Trial Use at any time, at Optimizely’s sole discretion, with or without notice, and without liability to Customer.

2.SECURITY AND DATA PRIVACY. Security . Optimizely will use reasonable endeavors to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data processed by Customer in its Use of the Software Service. Personal Data. Optimizely will process any personal data in accordance with applicable personal data protection and privacy law.

3.PERMISSIONS & RESTRICTIONS. Permissions . Customer shall only Use the Software Service for the purpose of evaluating the Software Service for its internal business operations. Customer may permit Authorized Users to Use the Software Service. Restrictions. Customer shall only Use the Software Services as expressly permitted in these Trial Terms. No other use is permitted, including, but not limited to, reselling, reverse engineering, allowing use by any third parties, modifying, damaging the Software Service.

4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

4.1Optimizely Ownership. As between Optimizely and Customer, Optimizely shall have sole and exclusive ownership of all right, title, and interest in and to the Software Service, including all software, Optimizely-provided documentation, all copies, improvements, and derivative works, including all copyright, trademark, patent, trade secret, know-how, and all other associated intellectual property rights. Other than Customer’s limited rights of access and user, all other rights in the Software Service, are expressly reserved to Optimizely.

4.2Customer Data. Customer hereby grants to Optimizely a fully paid-up, royalty-free, worldwide, non-exclusive right and license to use the Customer Data as necessary to provide the Software Service to Customer . Customer is solely responsible for any infringement, misappropriation, libel, defamation, privacy or human rights-related claims with respect to its Use and Processing of its Customer Data. During the Term, Customer can access or request access of its Customer Data at any time. All stored Customer Data in the Software Service will be deleted after the end of the Term.

5. DISCLAIMERS AND LIMITATIONS

5.1Disclaimers and Limitations. The Software Service is made available “as is”, exclusive of any warranty whatsoever whether express or implied, statutory or otherwise. All implied warranties are disclaimed to the maximum extent permitted by applicable law. Any Use of the Software Service is at Customer’s sole risk. Support of the Trial-Use Software Service does not apply under these Trial Terms, although it may be made available to Customer at Optimizely’s discretion. No SLA obligations apply to the Trial Use Software Service. No other representation or warranty is provided in relation to Software Service.

5.2Third-Party Infrastructure and Software. The Software Service may include Third-Party Infrastructure. Third-Party Infrastructure Providers are Optimizely Sub-Processors. Customer acknowledges that it is aware of the Third-Party Infrastructure proposed to be utilized in Optimizely’s deployment and operation for the Software Service, and has made its own assessments as to the suitability of Third-Party Infrastructure Provider and the Third-Party Infrastructure for its Use purposes. Customer will comply with any additional applicable license terms of that Optimizely Software it may Use that Optimizely publishes in conjunction with that Optimizely Software.

5.3Liability. In no event will Optimizely be liable to Customer or any third party under any legal or equitable theory or doctrine of law, whether under contract, tort, negligence, strict liability or otherwise, for any indirect or consequential loss and damage, whether classified or called exemplary, punitive, special, indirect, consequential, remote or speculative damages, including loss of profit, loss of revenue or any other special or incidental damages, however caused or arising, on any other liability not expressly stated, and any claims arising out of or related to these Trial Terms or its subject matter, even if Optimizely has been advised of the possibility of such loss or damage. In no event will Optimizely’s total liability to Customer under these Trial Terms for all damages exceed the amount of fifty US dollars ($50).

6.CONFIDENTIAL INFORMATION

6.1Use of Confidential Information. The receiving Party (“Receiver”) shall: (i) maintain all Confidential Information of the disclosing Party (“Discloser”) in strict confidence, taking steps to protect the Discloser’s Confidential Information substantially similar to those steps that Receiver takes to protect its own Confidential Information, which shall not be less than a reasonable standard of care; (ii) not disclose or reveal any Confidential Information of Discloser to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this section; (iii) not use or reproduce any Confidential Information of Discloser for any purpose outside the scope of the Agreement; and (iv) retain any and all confidential, internal, or proprietary notices or legends which appear on the original and on any reproductions. Customer shall not disclose any information about the Agreement, its terms and conditions, the pricing, or any other related facts to any Third-Party. Confidential Information of either Party disclosed prior to execution of the Agreement will be subject to this section.

6.2Compelled Disclosure. Receiver may disclose Discloser’s Confidential Information to the extent required by law, regulation, court order or regulatory agency; provided that Receiver required to make such a disclosure uses reasonable efforts to give Discloser reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of Discloser. Receiver and its Representatives shall use commercially reasonable efforts to disclose only that portion of the Confidential Information that is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment.

6.3Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: (i) is independently developed by Receiver without reference to Discloser’s Confidential Information; (ii) has become generally known or available to the public through no act or omission by Receiver; (iii) at the time of disclosure, was known to Receiver free of confidentiality restrictions; (iv) is lawfully acquired free of restriction by Receiver from a Third-Party having the right to furnish such Confidential Information; or (v) Discloser agrees in writing is free of confidentiality restrictions.

6.4Destruction and Return. Upon Discloser’s request, Receiver shall promptly destroy or return Discloser’s Confidential Information, including copies and reproductions of it. The obligation to destroy or return Confidential Information shall not apply: (i) if legal proceedings related to the Confidential Information prohibit its return or destruction, until the proceedings are settled or a final judgment is rendered; (ii) to Confidential Information held in archive or back-up systems under general systems archiving or backup policies; or (iii) if Receiver is legally entitled or required to retain.

7.DISPUTES, VENUE, GOVERNING LAW AND JURISDICTION. If the parties are unable to resolve any dispute amicably, then, upon the election of either Party, the Dispute shall be submitted to an applicable court in the Jurisdiction (“Venue”) and subject to the Governing Law below. Each Party consents to exclusivity of Venue.

Customer Domicile	USA, CA and MX	Sweden, Denmark, Finland, and Norway	UK and Ireland	EU (ex Ireland)	DACH	UAE	Australia & NZ	APJ (ex AU & NZ)	Rest of the World
Governing Law:	New York and controlling U.S. Federal Law	Laws of Sweden	Laws of England and Wales	Laws of England and Wales	Laws of Germany	Laws of England and Wales	New South Wales, Australia	Singapore	New York and controlling U.S. Federal Law
Venue:	The U.S. District Court (Southern District of New York)	Courts of Stockholm. English language	The Courts of London	The Courts of London	The Courts of Berlin	Courts of the Dubai International Financial Centre. English language.	The courts of New South Wales, in Sydney	The courts of Singapore	The U.S. District Court (Southern District of New York)

Exclusions. The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of law principles and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement.

8. GENERAL PROVISIONS

8.1Feedback. Customer may at its sole discretion and option provide Optimizely with feedback. In such instance, Optimizely and its Affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such feedback without restriction, compensation or attribution to the source of the feedback.

8.2Product Supplement. The Product Supplement applies to the Software Service.

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GLOSSARY

Affiliate means any entity that controls, is controlled by, or is under common control of either Party to the Agreement, and the term “control” means the power or authority to direct influence over the management and policies of an entity, whether through the holding of a majority share of the voting stock, by contract, or otherwise.

Authorized-User means any individual to whom Customer grants access authorization to use the Software Service that is an employee, agent, contractor or representative of Customer, Customer's Affiliates, or Customer’s and Customer’s Affiliates’ Business Partners.

Business Partner means any legal entity that requires use of a Software Service in connection with Customer’s and its Affiliates’ internal business operations, which may include service providers and customers and/or suppliers of Customer and its Affiliates.

Confidential Information means all information which the disclosing Party protects against unrestricted disclosure to others that the disclosing Party or its Representatives designates as confidential, internal and/or proprietary at the time of disclosure, and that should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure.

Customer Data means any data, information or other material that Authorized-Users submit, collect or otherwise provide in the course of Using the Software Service, including information regarding Customer’s social networking interactions or other contacts activated through Use of the Software Service, and Customer’s visitors and their data.

Process means an operation or set of operations performed on Customer Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Product Supplement is made available at https://www.optimizely.com/legal/product-supplement.

Representatives means a Party’s Affiliates, employees, contractors, sub-contractors, legal representatives, accountants, or other professional advisors.

Software Service means the cloud-based software services provided by Optimizely that Customer is evaluating under these Trial Terms.

Support and Support Policy means the support provided by Optimizely for the applicable Software Service, as identified in, and incorporated into, an Order Form.

Third-Party means any Third-Party other than Optimizely and Customer, and their respective Affiliates.

Use means access to, and to otherwise activate the Processing capabilities of the Software Service, including to load, execute, access, employ in the Software Service, or display information resulting from such capabilities, and Use may occur through an interface delivered with or as a part of the

Software Service, or a Third-Party interface deployed by Customer, or another intermediary system.

End Note. Words denoting the singular includes the plural and vice versa. Defined words include their grammatical forms.