The following capitalized terms have the meanings set forth below:

1.1. “Active Customer” means in relation to a given calendar month during the Subscription Term, any unique identified player who made at least one deposit during such month on any of the websites operated by the Client within the markets in respect of which the Service is being provided by Optimove under an applicable Order Form.

1.2. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party. For purposes of this definition, “control” means ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct the management and policies of an entity, whether through ownership, contract, or otherwise.

1.3. “Customer(s)” means an individual who is an end customer of Client, and whose data is provided by or on behalf of Client in connection with the Services for customer engagement purposes.

1.4. “Documentation” means any manual or documentation provided or made available to Client in connection with the operation of the Service.

1.5. "Feature" means any module, tool, functionality, or feature of the Service including its native channels.

1.6. "Initial Subscription Term" means the initial subscription period specified in the Order Form.

1.7. "Order Form" means the ordering document for Client’s purchase of Services, and any related services, from Optimove that are executed hereunder from time to time, including any schedules or addenda thereto. Each Order Form is hereby incorporated by reference into, and shall be subject to, this Agreement. To the extent of any conflict between the main body of this Agreement and a respective Order Form, the former shall prevail, unless and to the extent that the Order Form expressly states otherwise.

1.8. “Services” means the proprietary and generally available software-as-a-service product of Optimove and Features ordered by Client under an Order Form, as further described in the applicable Documentation.

1.9. “System” means customer data platform and other additional functionalities as applicable to the Services ordered under the Order Form.

1.10. "Subscription Scope" means any Service usage and/or limitations set forth in the Order Form.

1.11. "Users" means an employee of Client authorized to access and use the Service.

2.1. Provision of Services. Subject to Client’s payment of the applicable Fees and compliance with the terms of this Agreement, Optimove shall make the Services available to Client during the Subscription Term (as defined below) in accordance with this Agreement, the applicable Order Form, and the Documentation.

2.2. Access and Use. Subject to the terms and conditions of this Agreement, Optimove hereby grants Client a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable right to use the Services during the Subscription Term, solely for Client's internal business purposes (collectively, the "Subscription"). Client may use the Service subject to the use limitations specified in this Agreement and the respective Order Form and applicable laws and regulations. Client shall be solely responsible for the data provided and used in connection with the Services.

2.3. Additional Purchases. Purchases of access to additional Features and/or purchases of additional volume under the Subscription Scope (collectively, "Additional Purchases"), shall be made by a mutually signed Order Form.

2.4. Account Setup. In order to access the Service, Client is required to set up an administrative account with Optimove, by submitting the information requested in the applicable Service interface ("Account"), and each User may need to set up a user account (each, a "User Account", and references herein to the "Account" shall be deemed to include all such User Accounts if applicable). Client warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Client shall be responsible and liable for all activities that occur under or in the Account. Client will require that all Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Client will be fully responsible and liable for any breach of this Agreement and/or applicable laws by a User. Any unauthorized access or use of the Service must be immediately reported to Optimove.

2.5. System Repairs and Corrections. Client shall provide reasonable assistance to Optimove as so requested in the event that Optimove is implementing updates or is required to resolve issues which are related to any processes which are reliant on the Client’s system (such as, but not limited to, the ETL process, as described in the Order Form). 

2.6. Implementation. Use of the full System requires preparation of Client’s data and integration into Client’s system. Optimove shall perform such implementation according to the timeline set forth in the Order Form. Optimove’s compliance with such timeline is subject to Client’s reasonable cooperation during the preparation and integration process, including without limitation providing the personnel, information and other resources described in the Order Form. 

3.1. Support Services. Optimove shall provide support and maintenance services (“Support”). Optimove’s support and training obligations are conditioned upon Client making all reasonable efforts to cooperate with Optimove and providing reasonable access to personnel, equipment and resources as necessary. The support and maintenance services may be performed by Optimove and/or Optimove's certified third party providers. Optimove shall be responsible for such Optimove's performance of the support and maintenance services. Notwithstanding the foregoing, in no event shall Optimove be obligated to provide Support where the reported failure results from (i) a failure of Client's hardware or other software; or (ii) misuse or unauthorized use of, or unauthorized modification to, the System. 

3.2. Professional Services.  In the event Client wishes to receive any additional services from Optimove which are not included in the Order Form, such as installation, deployment, configuration, customization, integration, training, or other professional services ("Professional Services"), Client shall request same from Optimove in writing, and, subject to Optimove's agreement in its sole discretion, such Professional Services shall be set out in an Order Form, as shall be negotiated and executed by both Parties. Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable Order Form. 

As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Client shall not do (or permit or encourage to be done) any of the following subscription restrictions (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service or any part thereof; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; or (j) take any action that imposes or may impose (as determined in Optimove’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure.

5.1. Subscription Fees. Client shall pay Optimove the fees and charges specified in the Order Form (the "Fees"). All travel expenses for onsite visits (including hotels, flights and sundry expenses), if any, are excluded from the Subscription Fees and will be at Client’s expense and shall be subject to obtaining Client’s prior written approval.

5.2. General. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, in advance, and shall be paid within thirty (30) days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law, plus any reasonable fees and expenses (including attorney’s fees) incurred by Optimove in the collection thereof. The first Invoice shall be issued on the date of execution of this Agreement by both Parties, to cover the billing period commencing on the Effective Date of this Agreement.

5.3. Suspension. Optimove reserves the right to temporarily suspend provision of Service: (a) if Client is seven (7) days or more overdue on a payment; (b) if Optimove deems such suspension necessary as a result of Client’s breach under Section ‎4 (Subscription Restrictions); (c) if Optimove reasonably determines suspension is necessary to avoid material harm to Optimove or its other customers, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Optimove’s control, or (d) as required by law or at the request of governmental entities.

5.4. Taxes; Withholding. All Fees and other amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and similar taxes, duties, and governmental charges, excluding taxes based on Optimove’s net income. If Client is required by law to deduct or withhold any tax (including withholding tax) from any payment to Optimove, Client shall (i) promptly notify Optimove, (ii) remit the withheld amount to the applicable tax authority and provide reasonable evidence of such remittance, and (iii) gross up the payment so that Optimove receives the full amount that would have been payable absent such withholding. If a purchase order (or number) is required for payment processing, Client shall promptly provide it, and any purchase order terms purporting to modify this Agreement or an Order Form shall be void and of no effect.

5.5. Price Protection. All Fees set forth in applicable Order Form are fixed during the Initial Subscription Term. Upon the commencement of each Renewal Subscription Term, such charges shall be increased by 7%. 

5.6. Final Invoice. Upon the conclusion of the Subscription Term, Optimove will issue a final invoice for all remaining Fees due through the end of the Subscription Term, including applicable fees calculated based on the number of Active Customers using the Services.  

6.1. Data Processing. To the extent that Optimove processes any personal data on Client’s behalf under this Agreement, the provisions of the Data Processing Addendum (available at www.optimove.com/legal/dpa) (“DPA”) will apply and are hereby incorporated by reference and made part of this Agreement. Client is responsible for providing disclosures and obtaining all rights and consents necessary for Optimove’s performance under this Agreement. 
In the event Client fails to comply with any data protection or privacy law or regulation, and/or any provision of the DPA, and/or if the Client fails to ensure Optimove holds a fully executed version of the DPA, then, to the maximum extent permitted by law, Client shall be fully liable to Optimove for any such breach, violation, infringement and/or processing of personal data with or without a DPA by Optimove and Optimove’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents). 

6.2. Client represents and warrants that throughout the Term: 

6.2.1. It will inform Optimove in writing if Client is a ‘covered entity’ or a ‘business associate’ as those terms are used in the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act and the Rules promulgated thereunder;

6.2.2. It will inform Optimove in writing if Client operates a website or online service that is directed to, and it collects information from, children under 13 years old;

6.2.3. The Client Data does not include driver’s license numbers, other state/country-issued identification card numbers, financial account numbers, or credit or debit card numbers.

7.1. Service. As between the Parties, Optimove is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service, System, Documentation and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Client shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Optimove to ensure and/or provide Optimove the ownership rights set forth in this paragraph. Optimove shall be entitled, from time to time, to modify the System and Features (but not material functionalities, unless it improves the material functionality). Nothing herein constitutes a waiver of Optimove’s intellectual property rights under any law.

7.2. Feedback. Any feedback received by Optimove (which may consist of questions, comments, suggestions or the like) regarding any of the Services or System (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Optimove and such shall be considered Optimove's Confidential Information. Client hereby irrevocably and unconditionally transfers and assigns to Optimove all intellectual property rights it has in such Feedback and waives any and all moral rights that Client may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Optimove at its sole discretion, and that Optimove in no way shall be obliged to make use of the Feedback.

7.3. Analytic Information. Any anonymous information, which is derived from the use of the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Client’s use, of the Service) which is not personally identifiable information and which does not identify Client ("Analytics Information") may be used for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Optimove's exclusive property.

7.4. Client Data. While using the Services, certain data, such as personal data or other data, will be made available and/or accessible to Optimove or the Service ("Client Data"). Client hereby grants Optimove and its Affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Optimove's subcontractors, if applicable), non-transferable right and license, to access and use the Client Data, including without limitation for Optimove's provision of the Services and related services hereunder. As the exclusive owner of the Client Data, Client represents, warrants and covenants that to the extent the Client Data includes any personally identifiable information, Client has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow Optimove to receive, transfer and use the Client Data solely in order to perform the Service, administer and make improvements to the Services; and collect and analyze anonymous information. Client further represents and warrants that the Client Data does not violate or infringe upon any applicable law or rights of any third party. Optimove may however be required to disclose the Client Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Client Data through Optimove's Affiliates, subsidiaries, third parties and vendors as reasonably necessary to provide the Service. The Services do not operate as an archive or file storage service. Client is solely responsible for the backup of Client Data and other safeguards appropriate for Client's needs. If Optimove has any reasonable suspicion that or receives any notice or claim that any Client Data, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Client DataRelated Claim”), Optimove may (in its sole discretion) suspend activity hereunder with respect to that Client Data and Client will indemnify Optimove from all liability, damages, settlements, attorney’s fees and other costs and expenses in connection with any such Client Data Related Claim, as incurred. Although Optimove has no obligation to monitor the Client Data, Optimove may remove any such content or prohibit the use of the Service if it believes that such use may be in violation of the foregoing provisions.

The Service may use or include third party proprietary software and/or open source software, files, libraries or components that may be distributed to Client and are subject to third party open source license terms and/or the third party licensor's terms and conditions. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Optimove makes no warranty or indemnity hereunder with respect to any third party component.

9.1. AI Features. The Services may include artificial intelligence features and tools ("AI Features"). Client’s use of AI Features is subject to the additional terms and conditions set forth in this Section 9. Optimove may publish additional guidelines, policies, or supplemental terms for specific AI Features on its website or through the Services or Documentation, which shall apply in addition to the terms of this Agreement. Client agrees to comply with any such additional guidelines, policies or supplemental terms.

9.2. Restrictions. Client shall not use AI Features to: (a) Generate, create, or distribute content that is illegal, harmful, defamatory, discriminatory, or violates Optimove’s policies or any applicable laws or regulations; (b) Infringe, misappropriate, or violate any intellectual property rights, privacy rights, or other rights of any third party; (c) Create content that is misleading, deceptive, or likely to cause harm to individuals or entities; (d) Circumvent, disable, or interfere with any safety measures, usage limitations, or content filters implemented in the AI Features by Optimove or any third party; (e) Reverse engineer, attempt to extract, or replicate any AI models or algorithms; or (f) Use AI Features for any purpose that violates this Agreement and applicable law, or exceeds the scope of the Services.

9.3. Client’s Output. As between Optimove and Client, and to the extent permitted by applicable law, Client owns all rights, title, and interest in and to any output generated by the AI Features based on the Client Data provided to the Services (“Output”). Optimove hereby assigns to Client any rights, title, and interest it may have, if any, in and to the Output.

9.4. Client’s Responsibilities. Client is solely responsible for: (a) reviewing, verifying, and approving the Outputs before publication, exposure to end users, or use in any other way, including by evaluating their accuracy and appropriateness for Client’s intended use; (b) ensuring that its use of the AI Features and Outputs complies with all applicable laws and regulations, including without limitation laws relating to intellectual property rights, privacy and data protection, electronic marketing and communications, and consumer protection; and (c) ensuring that Outputs and their use are consistent with Client’s industry and internal standards.

9.5. AI Limitations. Due to the nature of artificial intelligence, Client acknowledges that Output may not be unique, and other users may receive similar content generated by AI Features. Responses requested and generated for other users are not considered Client’s Output.

Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section ‎10, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement ("Permitted Use"). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, Affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. The receiving Party may disclose the Agreement as a whole, provided that such disclosure is reasonably necessary in the context of a due diligence process and on a confidential basis. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.

Optimove represents and warrants that, under authorized use, the Service shall substantially perform in conformance with its Documentation. As Client's sole and exclusive remedy and Optimove's sole liability for breach of this warranty, Optimove shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Optimove or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Optimove. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE RESULTS THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OPTIMOVE DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, OR (ii) THE SERVICE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS SECTION ‎11, OPTIMOVE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. OPTIMOVE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CLIENT'S HOSTING SERVICES. OPTIMOVE SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY RESELLER TO CLIENT. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR CLIENT’S MISAPPROPRIATION OR VIOLATION OF OPTIMOVE’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE SUBSCRIPTION RESTRICTIONS BY CLIENT); (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO OPTIMOVE BY CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 

13.1. Optimove shall defend and indemnify any third party action or suit brought against Client alleging that the Services, when used as permitted under this Agreement, infringes intellectual property rights of a third party ("IP Infringement Claim");and Optimove will pay any damages awarded by court against Client that are attributable to any such IP Infringement Claim, provided that (i) Client promptly notifies Optimove in writing of such claim; and (ii) Client grants Optimove the sole authority to handle the defense or settlement of any such claim and provides Optimove with all reasonable information and assistance in connection therewith, at Optimove’s expense. Optimove will not be bound by any settlement that Client enters into without Optimove's prior written consent. The foregoing obligations of Optimove shall not apply with respect to portions or components of the Service: (i) that are modified after delivery by Optimove, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where Client continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where Client’s use of the Service is not strictly in accordance with this Agreement and all related Documentation or Optimove's instruction and/or specification.

13.2. If the Service becomes, or in Optimove's opinion is likely to become, the subject of an IP Infringement Claim, then Optimove may, at its sole discretion: (a) procure for Client the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Optimove's reasonable efforts, then Optimove may terminate the affected Order Form upon written notice to Client, and Client shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees under such Order Form based on the remaining period of the corresponding Subscription Term. Section 13 states Optimove's entire liability, and Client's exclusive remedy, for any IP Infringement Claim.

13.3. Client shall indemnify, protect and hold harmless Optimove, its directors, shareholders, employees, and any related entity of Optimove from any Claim, resulting from or arising out of: (a) any third party to which Client gives access, directly or indirectly, to the System or the Services; (b) Client’s breach of its representations and warranties under this Agreement; (c) Client’s willful misconduct, fraud and/or gross negligence; (d) breach and/or violation of the DPA and/or any privacy obligations and/or with respect to Client Data. The indemnification obligations are subject to Optimove giving Client a prompt written notice of the claim, sole control of the proceedings or settlement, and reasonable cooperation in the defense or settlement negotiations.

14.1. Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect for the duration of the Initial Subscription Term (the "Initial Subscription Term"). Upon expiration of the Initial Subscription Term,  the Order Form shall automatically renew for successive Subscription Terms of equal length (each, a "Renewal Subscription Term", and together with the Initial Subscription Term, the "Subscription Term"), unless either Party notifies the other Party in writing of its intent not to renew the Order Form, not less than sixty (60) days prior to the expiration of the then-current Subscription Term.

14.2. Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach. Notwithstanding the foregoing, Optimove may suspend the Services or terminate this Agreement and any outstanding purchase order effective upon written notice to Client if any payment is delinquent by more than fifteen (15) days.

14.3. Termination for Bankruptcy.  Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

14.4. Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Client shall cease all access and use of the Services thereunder, and (c) Client shall (as directed) permanently erase and/or return all Confidential Information of Optimove in Client's possession or control. Following termination, all outstanding Fees and other charges that accrued as of termination, which become immediately due and payable, and if necessary Optimove shall issue a final invoice therefor. Each party shall return (or certify the destruction of) the Confidential Information of the other party; provided, however, that Optimove may retain any data or information of Client to the extent, and for the time period, required for purposes of enforcing Optimove’s rights hereunder, including without limitation, rights to payment of the Fees. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of liability) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination, including payment obligations.

Client’s marketing analysts and/or retention experts will receive two half-days (4-5 hours) of initial training, via web conferencing at no charge. At Client’s request, such training can be provided by Optimove at Client’s place of business at Client’s cost and expense (including, without limitation, travel, accommodation and per diem).

Optimove may, upon written request (and within any technological limitations), develop integrations with other third party systems. Payment terms for such third party integration shall be discussed and agreed between the Parties in good faith. In all cases, integration is dependent upon the third party’s systems, support, and communication (in order for any integration to be successful, Optimove shall require the third party to provide full cooperation with the Optimove’s integration team). Functionality of the integration shall be determined in accordance with the available functionality such third party can provide. Optimove will not be accountable for any loss or damage to the Client as a result of changes made by the third party to their systems (including, but not limited to changes to their APIs). Any additional fees charged by a third party for services are to be settled by Client and are not provided by Optimove nor are they a part of its Services. 

Each Party shall have the right to include a reference to the other Party on its website (logo), marketing literature, labeling and in its promotional materials during the Term of the Agreement. In addition, the Client agrees to provide a quote for usage by Optimove on their website and to participate in a video testimonial on the Parties’ relationship.

The law that will govern the Agreement and that will apply in the event of any dispute or lawsuit arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, and the competent courts that have exclusive jurisdiction over any such dispute or lawsuit, depends on the Optimove entity stated in the Order Form, as follows:

Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. Each Party irrevocably waives its right to trial of any issue by jury.

This Agreement (including any and all Order Forms, SOWs, Documentation, and other documentation incorporated by reference into and made part of this Agreement) constitutes the complete, final and exclusive statement of the terms of the agreement between the Parties regarding the use of the Services, and supersedes all prior and contemporaneous agreements, representations or understandings, written or oral, concerning its subject matter. Any amendments must be in writing executed by both Parties. Any terms and conditions printed, or linked to, within any Client’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach, shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Optimove will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Optimove including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Optimove. Notices to either Party shall be deemed given (a) four (4) business days after such notice is being mailed by registered mail, one (1) business day after such notice is sent by overnight courier, or the same day when such notice is sent by email after receipt is electronically confirmed. Notices to Optimove shall be addressed to legal@optimove.com. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.