Master Subscription, Software Licensing, and Program Terms Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES AND SOFTWARE. BY ACCEPTING THIS AGREEMENT, EITHER BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR SOFTWARE.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on April 1, 2015. It is effective between You and Us as of the date of You accepting this Agreement.
2. Our Responsibilities
3. Use of Our Services and Content
4. Non-Optimyz Interactive Providers
5. Payments and Fees
6. Proprietary Rights and Licenses
8. Representations, Warranties, and Disclaimers
10. Mutual Indemnification
11. Limitation of Liability
12. Term of Service and Termination
13. Parties Involved, Jurisdiction and Governing Law
14. Other Provisions
“Affiliate” refers to any entity that directly or indirectly controls or is controlled by the subject entity. “Control,” for purposes of this definition, refers to direct or indirect ownership or control of more than 50% control or voting interests of the subject entity.
“Agreement” means this Software and Service Licensing Terms Agreement.
“Beta Services” means Our services that are in test mode.
“Content” means information created and obtained by Us and provided to You pursuant to an Order Form or offered directly on your website, as more fully described in the Documentation.
“Documentation” means Our online user guides, help centers, training manuals, or other help oriented web content accessible via the help section of Your website or Ours.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non Optimyz Interactive Applications” means a Web-based or offline software application that is provided by You or a third party and integrates in some with our service or software.
“Order Form” means an ordering document that specifies the Services to be provided from Us or any of our Affiliates to You, including all addenda and supplement. By providing Us with Your Order Form hereunder, You agree to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” means those services and products ordered by You under an Order Form and made available online or offline by Us, including all associated communications, programs, products, and services.
“User” means an individual who is authorized by You to use Our Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password or access to our services. Users may include Your employees, partners, consultants, contractors or any third parties designated by You.
“We,” “Us” or “Our” means Optimyz Interactive as described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You or by anyone who registers through a website that uses our software and transmits data to our servers and excludes your website content and non-Optimyz Interactive applications.
2. OUR RESPONSIBILITIES
2.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide You applicable standard support for Purchased Services at no additional charge or for a fee, and (c) use commercially reasonable efforts to make Our online services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall attempt to give at least 6 hours electronic notice when commercial reasonable), (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Optimyz Interactive Application, or denial of service attack, (iv) unplanned but required software upgrades, (iv) when You have acted in bad faith per the terms of this agreement.
2.2. Protection of Your Data. We will maintain administrative and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but may not be limited to, measures that prevent the access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Services ordered and to prevent or address any service related or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, c) as required to ensure proper functioning of Our software and services, or (d) as You expressly permit in writing or via electronic communication, such as email.
2.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our) and be responsible for their adherence with Our obligations under this Agreement, except as specified herein.
3. USE OF SERVICES AND CONTENT
3.1 Subscriptions. Unless otherwise specified in the applicable Order Form, (a) Services and Content are purchased on a subscription basis, (b) subscriptions may be added per Our discretion during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) all added subscriptions will terminate on the same date as the underlying subscriptions.
3.2 Usage Limits. Services and Content may be subject to usage limits, including, for example, the number of registered users. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit or allow you to temporarily exceed the number of allowed users. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment).
3.3 Your Responsibilities. You will be responsible for (a) Users’ compliance with this Agreement, (b) the quality, accuracy, and legality of Your Data, (c) using commercially reasonable efforts to prevent all unauthorized access to or use of Our Services, and notifying Us promptly of any such unauthorized access or use, and (d) Using Our Services in accordance with the Documentation and applicable laws.
3.4 Usage Restrictions. You agree that you will not (a) make Our Service or Content accessible to anyone other than You or Your Users, (b) sell, resell, license, sublicense, or distribute in any manner Our Service, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful materials, (d) use a service to store or transmit Malicious Code, (e) disrupt the performance of Our Service or third-party data contained therein, (f) seek or attempt to gain unauthorized access to Our Service; (g) permit access, including both direct or indirect, to our Service that circumvents Your contractual usage limit, (h) copy Our Service or any part, feature, design, or web interface thereof, (i) copy Our Content except as permitted herein or in an Order Form or the Documentation or Our express written consent, (j) frame or mirror any part of element of Our Service or Content, (k) access Our Service or Content with the intention of designing, creating, or building a competitive product or service, or (l) reverse engineer any Service or Our code included in our service (to the extent such restriction is permitted by law).
3.5. Removal of Content and Non-Optimyz Interactive Applications. If We are required by a licensor or third-party to remove Content, or receive information that Content provided to You may be in violation of applicable law or third-party rights, We may so notify You and You agree to immediately remove such Content from Your systems or website as is commercially viable. If We receive information that a Non-Optimyz Interactive Application hosted on a website or Service by You may violate Our Service guidelines or applicable law or third-party rights, We may so notify You and in such event You will immediately disable such Non-Optimyz Interactive Application or modify the Non-Optimyz Interactive Application. If You do not take the required action in accordance with the above, We may disable the applicable Content, Service, Software, and/or Non-Optimyz Interactive Application, or disable access to our entire service until the potential violation is resolved.
4. NON-OPTIMYZ INTERACTIVE PROVIDERS
4.1. Integration with Non-Optimyz Interactive Applications. The Services may contain features or tools that are designed to interoperate with Non-Optimyz Interactive Applications. To use such features, You may be required to obtain access from Non-Optimyz Interactive Applications from their providers, and You may be required to grant Us access to Your account(s) on the Non-Optimyz Interactive Applications. If the provider of a Non-Optimyz Interactive Application ceases to make the Non- Optimyz Interactive Application available to You or to Us for interoperation with the corresponding Service features on reasonable terms or within a reasonable time frame, We may cease providing those Service features without entitling You to any refund, credit, or other compensation or without notifying you of said cessation of service.
5. FEES AND PAYMENT FOR PURCHASED SUBSCRIPTIONS AND SERVICES
5.1. Fees. You agree to pay all fees specified in Order Forms or other registration and payment materials. Except as otherwise specified herein or in an Order Form,
(i) All fees are based on Services and Content purchased and not based on actual usage, (ii) payment and fees are non- cancelable and non-refundable, and (iii) the quantities purchased in a subscription cannot be decreased during the relevant subscription term.
5.2. Invoicing and Payment. You agree to provide Us with valid and updated credit card information, or with a valid purchase order or alternative payment method acceptable to Us, or pay all outstanding invoices due via check or Paypal. If You have provided Us with credit card information, You hereby authorize Us to charge such credit card for all Purchased Services listed in the Order Form or Subscription signup documentation for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall generally be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form, unless otherwise agreed to us on the Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, all invoiced charges are due net 15 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information in a timely manner. If You pay US by check, payment is due 15 days from the invoice date
5.3. Overdue Charges. If any invoiced amount is received by us after the due date, then, without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher. At Our sole discretion, We may set future subscription renewals or payments to terms shorter than those specified in Section 5.2 (Invoicing and Payment).
5.4. Suspension of Service and Acceleration. If any amount owed by You under agreement for Our services is 30 or more days overdue (or 15 or more days overdue in the cases where You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate any unpaid fee obligations whereby all such obligations and payments become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We agree to give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending Our services to You.
5.5. Payment Disputes. We May at our sole discretion not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) above if You are actively disputing the charges related to Your subscription and if you are cooperating with us in Good Faith to resolve the dispute in a timely manner.
5.6. Taxes. You acknowledge that Our fees do not include any taxes, duties or other governmental fees of any nature, including value-added taxes (collectively, “Taxes”). You agree that are responsible for paying all Taxes associated with Your purchases hereunder. If We have alegal obligation to pay or collect Taxes for which You are responsible under, We will invoice You and agree to pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes due by Us based on revenues generated by Us.
5.7. Future Functionality. You agree that Your purchases and use of our Service are not contingent on the delivery of any future functionality or features of Our Service, whether or not any oral or written public or private comments made by Us regarding future functionality or features have been made by Us.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. License by Us to Use Content. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by or used by You pursuant to Order Forms or other Subscription Forms, subject to those Order Forms or Subscription Forms, this Agreement and the Documentation.
6.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited- term license to host, copy, transmit, use, and display Your Data, and any Non-Optimyz Interactive Applications and program code created by or for You using Our Service or third party service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-Optimyz Interactive Application or program code.
6.4. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our Services any suggestion, change, update, enhancement request, recommendation, correction or other feedback provided by You or Your Users relating to the operation of the Our Services.
7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure from one party to the other. Your Confidential Information includes Your Data; Our Confidential Information includes Our Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms or other Subscription Registration documentation, including our pricing schedules, business plans, marketing tools and services and plans, technology, technical information, product plans and designs, and business processes or systems disclosed by Us to You. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently designed and developed by the Receiving Party prior to them having any knowledge of said product.
7.2. Protection of Confidential Information. The Receiving Party agrees to use at least the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind and at no point to use less than commercially reasonable care (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to all Confidential Information provided by the Disclosing Party to any of its and its Affiliates’ employees and contractors who need that access for purposes solely for and consistent with this Agreement and who have signed a confidentiality agreement with the Receiving Party containing protections deemed no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form or Subscription fee to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party agrees to reimburse the Receiving Party for its reasonable cost of assembling and providing access to said Confidential Information in a reasonable secure manner.
8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. Our Warranties. We warrant that (a) this Agreement, the Order Forms, Subscription Forms, and the Documentation accurately describe the applicable administrative and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We agree to not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform in overall accordance with the applicable Documentation, (d) subject to Section 5.1 (Integration with Non-Optimyz Interactive Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).
8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS OR SERVICES.
9. USE OF TRADEMARKS
9.1. Use of Trademarks. We hereby grant You a non-exclusive and non-transferable right and license (without any power to sub-license) to use Our Trademarked Names on Your website and other printed or digital platform in connection with the use or promotion of Our service. The Marks shall not be used by You for any other purpose. You hereby acknowledge Our exclusive right, title and interest in and to the Marks and shall not do any act which impairs the same. You shall not represent that You have any ownership or other rights in the Marks and acknowledge that Your use of the Marks will not provide You with any right, title or interest in or to the Marks. You agree to cease and desist from all further use of the Marks within 30 days of termination of this agreement.
9.2. The Marks. We represent that We have the exclusive right, title and interest in and to all Marks and have full power and authority to grant You the license described in Section 9.1 of this Agreement and that such grant does not require the consent of any other person or entity.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 8.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim against You arises from Content, a Non-Optimyz Interactive Application or Your breach of this Agreement.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 6 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEEDS THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SUBSCRIPTIONS AND SERVICES).
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM OF SEVRVICE AND TERMINATION
12.1 Term of Agreement. This Agreement commences on the date You first accept it and shall continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form of Subscription Documentation. Except as otherwise specified in an Order Form or Subscription documentation, subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is longer), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written or electronic notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 25% of the pricing for the applicable Purchased Service or Content in the immediately prior subscription term, unless pricing in the prior term was designated promotional or limited time price on the Order Form or Subscription Form.
12.3. Termination. Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section
12.3 (Termination), We may, at our sole discretion, agree to refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You agree to pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
12.5. Your Data Portability and Deletion. Upon request by You made in writing within 15 days after the effective date of termination or expiration of this Agreement, We will make the Your Data available to You for export or download as provided in the Documentation, provided that you are current all payments, fees, and debts due to Us. After the 30-day period, We will have no obligation to maintain, store, keep or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless prohibited by law.
12.6. Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Portability and Deletion of Your Data,” “Who You Are Contracting With, Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration if this Agreement.
13. PARTES INVOLVED AND JURISDICTION AND GOVERNING LAW
13.1. General. You are contracting with Optimyz Interactive, located and governed under the courts of San Francisco, CA and located at 388 Market Street, Suite 1300, San Francisco, CA 94111.
The courts having jurisdiction in this area are: San Francisco, CA. The governing law is: California.