| 1 | 1. *License.* Subject to the terms of this License Agreement, Optimizely, Inc. (“Optimizely”) grants you a limited, worldwide, royalty-free, non-assignable, and non-exclusive license to use the “OUI” solely in connection with creating, testing, and distributing plugins, extensions, add-ons or other software products or services that interoperate or are integrated with Optimizely’s products or services (“Additions”).
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| 3 | 2. *License Restrictions.* You may not use the OUI for any purpose not expressly permitted by this License Agreement. You may not modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the OUI or any part of the OUI.
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| 5 | 3. *IP Ownership in OUI.* You agree that Optimizely own all legal right, title and interest in and to the OUI, including any Intellectual Property Rights that subsist in the OUI. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Optimizely reserves all rights not expressly granted to you.
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| 7 | 4. *Term and Termination.* Optimizely may terminate this Agreement: (a) at any time upon posting of a notice on the Optimizely design site(s), (b) if you breach any of the terms of this Agreement or (b) if Optimizely ceases to offer OUI. You may also terminate this Agreement at any time. Upon termination, your OUI license will end. This means that you must cease using OUI and delete all copies of OUI. From a legal perspective, everything in this Agreement other than your license right will survive this Agreement’s termination. For the avoidance of doubt, you may continue to distribute Additions that you developed under this Agreement prior to termination.
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| 9 | 5. *No Warranty.* THE OUI IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. OPTIMIZELY AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. OPTIMIZELY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE OUI OR THAT YOUR USE OF THE OUI WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE. THE OUI MAY NOT MEET YOUR REQUIREMENTS OR EXPECTATIONS.
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| 11 | 6. *Limitation of Liability.* IN NO EVENT SHALL OPTIMIZELY BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. OPTIMIZELY SHALL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH FAILURE IN THE PERFORMANCE OF THE OUI. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, OPTIMIZELY’S ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50). THE ABOVE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT YOU MAY HAVE OTHER STATUTORY RIGHTS, WHICH THIS AGREEMENT CANNOT CHANGE. The limitations in this Section 6 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
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| 13 | 7. *Responsibility for your Additions; Indemnification.* You are solely responsible for your Additions, your use of OUI, and your compliance with this Agreement. You agree to indemnify, defend and hold Optimizely harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of any claim relating to (a) your Additions, (b) your use of the OUI or (c) your breach of this Agreement. Optimizely may participate in defending the claim at its own expense. You may not settle any claim without Optimizely’s prior written consent. If you distribute your Additions to others, you agree to require the end users to agree that Optimizely has no liability, warranty, or support or other obligations related to your Additions.
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| 15 | 8. *General.* This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts located in Santa Clara County, California. Nothing in this Agreement limits Optimizely’s rights to seek equitable relief.
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