Company

Data Processor Agreement

Last Updated: August 28, 2020

This Data Processing Agreement (the “DPA”), entered into by the Optmyzr Customer identified on the applicable Optmyzr ordering document for Optmyzr services (“Customer”) and Optmyzr, Inc. (“Optmyzr”), governs the processing of personal data that Customer uploads or otherwise provides Optmyzr in connection with the services, the processing of data by Optmyzr on behalf of Customer in connection with the services, and the processing of any personal data that Optmyzr uploads or otherwise provides to Customer in connection with the services.

Optmyzr offers online services and software (the “Services”) through the URL: optmyzr.com which allows Customer to create and build marketing campaigns, optimize campaigns, and share automated reports. Customer has already signed up for the Service and agreed to Optmyzr’s Terms of Use and Privacy Policy (collectively, the “Agreement”). This DPA is incorporated into the Agreement by reference. Collectively, the DPA (including the SCCs, as defined herein), the Agreement, and any applicable ordering documents are referred to in this DPA as the “Optmyzr Agreement.” In the event of any conflict or inconsistency between any of the terms of the Optmyzr Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the SCCs; (b) this DPA; (c) the Agreement; and (d) the applicable ordering document to the Optmyzr Agreement. Except as specifically amended in this DPA, the Optmyzr Agreement and applicable ordering document remain unchanged and in full force and effect.

1. Definitions.

1.1 The following definitions and rules of interpretation apply in this DPA. “Alternative Transfer Solution” means a solution, other than the SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law. “Authorized Persons” means the persons or categories of persons that the Customer authorizes to give Optmyzr Personal Data processing instructions. “Business Purpose” means the services described in the Master Agreement or any other purpose specifically identified in Appendix A. “Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers – Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission. “Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission. “Customer Personal Data” means (a) Personal Data that Customer uploads or otherwise provides Optmyzr in connection with Customer’s use of Optmyzr’s Services or for which Customer is otherwise a data controller or (b) the relevant Privacy and Data Protection Requirements otherwise defined as protected personal data. “Data Exporter” means the controller who transfers the Personal Data. “Data Importer” means the processor who agrees to receive from the Data Exporter Personal Data intended for processing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95.46.EC. “Data Protection Requirements” means the General Data Protection Regulation, Local Data Protection Laws, and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data. “Data Subject” means an individual who is the subject of Personal Data. “European Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the General Data Protection Regulation or Local Data Protection Laws. “General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council. “Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Optmyzr from services such as customer-relationships management (CRM) services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “Personal Data” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual. “Processing,” “processes,” or “process” means any activity that involves the use of Personal Data or that the relevant Privacy and Data Protection Requirements may otherwise include in the definition of processing, processes, or process. It includes obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data including, but not limited to, organizing, amending, retrieving, using, disclosing, erasing, or destroying it. Processing also includes transferring Personal Data to third parties. “Privacy and Data Protection Requirements” means all applicable federal, state, and foreign laws and regulations relating to the processing, protection, or privacy of the Personal Data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

“Security Breach” means any act or omission that compromises the security, confidentiality, or integrity of Data or the physical, technical, administrative, or organizational safeguards put in place to protect it. The loss of or unauthorized access, disclosure, or acquisition of Personal Data is a Security Breach whether or not the incident rises to the level of a security breach under the Privacy and Data Protection Requirements

“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Optmyzr Agreement. “Sub-processor” means any entity which provides processing services to Optmyzr in furtherance of Optmyzr’s processing on Customer’s behalf. “Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has Supervisory Authority and jurisdiction over Customer. 1.2 This DPA is subject to the terms of the Optmyzr Agreement and is incorporated into the Optmyzr Agreement. Interpretations and defined terms set forth in the Optmyzr Agreement apply to the interpretation of this DPA. 1.3 The Appendices form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Appendices. 1.4 1.5 A reference to writing or written includes faxes and email. In the case of conflict or ambiguity between: any provision contained in the body of this DPA and any provision contained in the Appendices, the provision in the body of this DPA will prevail; the terms of any accompanying invoice or other documents annexed to this DPA and any provision contained in the Appendices, the provision contained in the Appendices will prevail; any of the provisions of this DPA and the provisions of the Optmyzr Agreement, the provisions of this DPA will prevail; and any of the provisions of this DPA and any executed Standard Contractual Clauses, the provisions of the executed Standard Contractual Clauses will prevail. Personal Data Types and Processing Purposes. 2.

2.1 compliance obligations under the applicable Privacy and Data Protection Requirements, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Optmyzr. 2.2 Appendix A contains the categories of Personal Data processed and the categories of Data Subjects subject to this DPA. Customer retains control of its Personal Data and remains responsible for its

3 Compliance with Laws. The parties shall each comply with their respective obligations under all applicable Data Protection Requirements. 4 Optmyzr’s Obligations. 4.1 Optmyzr will Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Optmyzr’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. Optmyzr will not use or process the Customer Personal Data for any other purpose. Optmyzr will promptly inform Customer in writing if it cannot comply with the requirements under Clauses 9-11, 13-16 of this DPA, in which case Customer may terminate the Optmyzr Agreement or take any other reasonable action, including suspending data processing operations. Optmyzr will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Privacy and Data Protection Requirements. Optmyzr must promptly notify the Customer if, in its opinion, the Customer’s instruction would not comply with the Privacy and Data Protection Requirements. 4.2 Optmyzr will promptly comply with any Customer request or instruction from Authorized Persons requiring Optmyzr to amend, transfer, or delete the Personal Data, or to stop, mitigate, or remedy any unauthorized Processing. 4.3 Optmyzr will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless Customer or this DPA specifically authorizes the disclosure, or as required by law. If a law requires Optmyzr to Process or disclose Personal Data, Optmyzr must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice. 4.4 Optmyzr will reasonably assist the Customer with meeting the Customer’s compliance obligations under the Privacy and Data Protection Requirements, taking into account the nature of Optmyzr’s Processing and the information available to Optmyzr. 4.5 Optmyzr will inform Customer promptly if, in Optmyzr’s opinion, an instruction from Customer violates applicable Data Protection Requirements. 4.6 If Optmyzr is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice. 4.7 Optmyzr will promptly notify the Customer of any changes to Privacy and Data Protection Requirements that may adversely affect Optmyzr’s performance of the Optmyzr Agreement.

4.8 The Customer acknowledges that Optmyzr is under no duty to investigate the completeness, accuracy, or sufficiency of any specific Customer instructions from Authorized Persons or the Personal Data other than as required under the Privacy and Data Protection Requirements. 4.9 Optmyzr will only collect Personal Data for the Customer using a notice or method that the Customer specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of the Customer’s identity, the purpose or purposes for which their Personal Data will be processed, and any other information that is required by applicable Privacy and Data Protection Requirements. Optmyzr will not modify or alter the notice in any way without the Customer’s prior written consent. 4.10 Upon request, Optmyzr will provide Customer with a summary of Optmyzr’s privacy and security policies. 5 Optmyzr’s Employees. 5.1 Optmyzr will limit Personal Data access to: (a) those employees who require Personal Data access to meet Optmyzr’s obligations under this DPA and the Optmyzr Agreement; and (b) the part or parts of the Personal Data that those employees strictly require for the performance of duties. 5.2 Sub-processors: Optmyzr will take commercially reasonable steps to ensure that employees and (a) are informed of the Personal Data’s confidential nature and use restrictions; (b) have received training on the Privacy and Data Protection Requirements relating to handling Personal Data and how it applies to their particular duties; and (c) are aware both of Optmyzr’s duties and their personal duties and obligations under the Privacy and Data Protection Requirements and this DPA. 5.3 integrity, and trustworthiness of all of Optmyzr’s employees and Sub-processors with access to the Personal Data. Optmyzr will take commercially reasonable steps to ensure the reliability, 6 Customer Obligations. 6.1 Customer agrees to: (a) determine the purposes and general means of Optmyzr’s processing of Customer’s Personal Data in accordance with the Optmyzr Agreement; and

(b) comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers. 6.2 Customer agrees to, at Optmyzr’s request, designate to Optmyzr a single point of contact (the “Authorized Agent”) responsible for (i) receiving and responding to Data Subject requests Optmyzr receives from Customer Data Subjects relating to Customer Personal Data; and (ii) notifying Optmyzr of Customer’s intended response to a Data Subjects request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Optmyzr processes for Customer, and authorizing Optmyzr to fulfill such responses on behalf of Customer. 7 Controller-To-Controller Scenarios. Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the General Data Protection Regulation and in other Data Protection Requirements. Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of European Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission- approved countries providing ‘adequate’ data protection, each party agrees it will (a) provide at least the same level of privacy protection for European Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or (b) use the Controller-to-Controller SCCs, which are incorporated herein by reference. If data transfers under this DPA rely on Controller-to-Controller SCCs to enable the lawful transfer of Personal Data, as set forth in the preceding sentence, the parties agree that the following terms apply: (i) Data Subjects for whom a Customer processes European Personal Data are third-party beneficiaries under the Controller-to-Controller SCCs; (ii) Appendix A to this DPA shall apply as Annex B of the Controller-to-Controller SCCs; and (iii) for purpose of Clause II(h), the Data Importer will process the European Personal Data, at its option, in accordance with “the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the Data Importer complies with the relevant provisions of such an authorization or decision and is based in a country to which such an authorization or decision pertains, but is not covered by such authorization or decision for the purposes of the transfer(s) of the personal data.” The parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Data and the parties are not joint controllers as defined in the General Data Protection Regulation. 8 Third Party Data Processors. Customer acknowledges that in the provision of some services (such as CRMs), Optmyzr, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such

third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. Such third party data processors are not Sub- processors. 9 Security. 9.1 Optmyzr will at all times implement appropriate technical and organizational measures designed to safeguard Personal Data against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, or damage, including, but not limited to, measures with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption of Customer Personal Data while in transit and at rest, as set forth in further detail in Appendix B. Optmyzr will document those measures in writing and periodically review them, at least annually, to ensure they remain current and complete. 9.2 Optmyzr will notify Customer without undue delay, and in any event within 48 hours of becoming aware of any breach of Personal Data. 9.3 Optmyzr will take commercially reasonable precautions to preserve the integrity of any Personal Data it processes and to prevent any corruption or loss of the Personal Data, including but not limited to establishing effective back-up and data restoration procedures. 10 Security Breaches and Personal Data Loss. 10.1 Optmyzr will promptly notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. Optmyzr will restore such Personal Data at its own expense. 10.2 Optmyzr will notify the other party if it becomes aware of: (a) any unauthorized or unlawful processing of Customer’s Personal Data; or (b) any Security Breach. 10.3 Immediately following any unauthorized or unlawful Personal Data processing or Security Breach, the parties will co-ordinate with each other to investigate the matter. Optmyzr will reasonably co-operate with the Customer in the Customer’s handling of the matter, including: (a) assisting with any investigation; (b) providing Customer with physical access to any facilities and operations affected; and

(c) making available all relevant records, logs, files, data reporting, and other materials required to comply with all Privacy and Data Protection Requirements or as otherwise reasonably required by the Customer. 10.4 Optmyzr will not inform any third party of any Security Breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it. 10.5 Optmyzr agrees that the Customer has the sole right to determine: (a) whether to provide notice of the Security Breach to any Data Subjects, regulators, law enforcement agencies, or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice; and (b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy. 10.6 Optmyzr will cover all reasonable expenses associated with the performance of the obligations under Clause 10.2 and Clause 10.3, unless the matter arose from the Customer’s specific instructions, negligence, willful default, or breach of this DPA, in which case the Customer will cover all reasonable expenses. 6.7 Optmyzr will also reimburse Customer for actual reasonable expenses Customer incurs when responding to and mitigating damages, to the extent that Optmyzr caused a Security Breach, including all costs of notice and any remedy as set out in Clause 10.5. 11 Cross-Border Transfers of Personal Data. 11.1 If any Personal Data transfer between Optmyzr and Customer involves a transfer from the EEA, Switzerland or the UK to the US or any third country that does not ensure an adequate level of protection under European Data Protection Law, and European Data Protection Law applies to those transfers the parties will complete all relevant Data Protection Requirements, and execute, the SCCs as referenced herein above, and take all other actions required to legitimize the transfer, including: (a) co-operating to register the SCCs with any Supervisory Authority in any European Economic Area country; and (b) ensuring compliance with all SSCs in respect of the those transfers; (c) procuring approval from any such Supervisory Authority; or (d) providing additional information about the transfer to such Supervisory Authority. 11.2 If Customer has entered into the Standard Contract Clauses but reasonably determines subsequently that they do not provide an adequate level of protection, then:

(a) if Alternative Transfer Solution is made available by Optmyzr, Customer may notify Optmyzr in accordance with Section 12 and terminate any SCCs applicable under Section 11.1, such that Section 11.2 will apply; or (b) if Optmyzr does not make an Alternative Transfer Solution available to Customer, then Customer may terminate the Agreement pursuant to Section 12.

11.3 Optmyzr will not transfer any Personal Information to another country unless the transfer complies with the Privacy and Data Protection Requirements and SCCs. 12 Term and Termination. 12.1 This DPA will remain in full force and effect so long as: (a) the Master Agreement remains in effect; or (b) Optmyzr retains any Personal Information related to the Master Agreement in its possession or control (the “Term”). 12.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Optmyzr Agreement in order to protect Personal Data will remain in full force and effect. 12.3 Optmyzr’s failure to comply with the terms of this DPA is a material breach of the Optmyzr Agreement. In such event, Customer may terminate any part of the Optmyzr Agreement authorizing the processing of Personal Information effective immediately upon written notice to Optmyzr without further liability or obligation. 12.4 If a change in any Privacy and Data Protection Requirement prevents either party from fulfilling all or part of its Agreement obligations, the parties will suspend the processing of Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Privacy and Data Protection Requirement within thirty (30) business days, they may terminate the Optmyzr Agreement upon written notice to the other party. 13 Data Return and Destruction. 13.1 The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Optmyzr will, and will cause any Sub-processors to, at the request of Customer, return all of Customer’s Personal Data and copies of such data to Customer in its possession or control in the format and on the media reasonably specified by the Customer or securely destroy such Personal Data and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Optmyzr from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Optmyzr agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws. 13.2 If any law, regulation, or government or regulatory body requires Optmyzr to retain any documents or materials that Optmyzr would otherwise be required to return or destroy, it will notify Customer in writing of that retention requirement, giving details of the documents or

materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. Optmyzr may only use this retained Personal Information for the required retention reason or audit purposes. 13.3 Optmyzr may continue to process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve Optmyzr’s systems and services. 14 Notice to Customer. Optmyzr will inform Customer if Optmyzr becomes aware of: (a) Any non-compliance by Optmyzr or its employees with Clauses 9-11, 13-16 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA; (b) Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Optmyzr is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities; (c) Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or (d) Any complaint or request (in particular, requests for access to rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from Data Subjects of Customer. Optmyzr will not respond to any such request without Customer’s prior written authorization. 15 Records. 15.1 Optmyzr will keep accurate and up-to-date records regarding any processing of Personal Data it carries out for the Customer, including but not limited to, the access, control, and security of the Persona Data, approved Sub-processors and affiliates, the processing purposes, and any other records required by the applicable Privacy and Data Protection Requirements (the “Records”). 15.2 Optmyzr will ensure that the Records are sufficient to enable the Customer to verify Optmyzr’s compliance with its obligations under this DPA. 16 Audit, Certification. 16.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which Optmyzr processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Optmyzr will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all

reasonable costs and fees for any and all time Optmyzr expends for any such audit, in addition to the rates for services performed by Optmyzr. 16.2 Audits. Optmyzr will provide to Customer each year an opinion or Service Organization Control report provided by an accredited, third-party audit firm under the Statement on Standards for Attestation Engagements (SSAE) No. 18 (“SSAE 18”) (Reporting on Controls at a Service Organization) or the International Standard on Assurance Engagements (ISAE) 3402 (“ISAE 3402”) (Assurance Reports on Controls at a Service Organization) standards applicable to the services under the Optmyzr Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Optmyzr’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Optmyzr may audit Optmyzr’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Optmyzr and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Optmyzr expends for any such audit, in addition to the rates for services performed by Optmyzr. Before the commencement of any such audit, Customer and Optmyzr shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Optmyzr with information regarding any non- compliance discovered during the course of an audit. Customer may not audit Optmyzr more than once annually. 17 Warranties. 17.1 Optmyzr warrants and represents that: (a) its employees, Sub-processors, agents, and any other person or persons accessing Personal Data on its behalf are reliable and trustworthy and have received the required training on the Privacy and Data Protection Requirements relating to the Personal Data; an (b) it and anyone operating on its behalf will process the Personal Data in compliance with both the terms of this DPA and all applicable Privacy and Data Protection Requirements and other laws, enactments, regulations, orders, standards, and other similar instruments; and (c) it has no reason to believe that any Privacy and Data Protection Requirements prevent it from providing any of the Optmyzr Agreement’s contracted services; and (d) considering the current technology environment and implementation costs, it will take reasonable appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to: (i) the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction, or damage; and

(ii) the nature of the Personal Data protected; and (iii) comply with all applicable Privacy and Data Protection Requirement and its information and security policies, including the security measures required in Clause 10.1. 17.2 The Customer warrants and represents that Optmyzr’s expected use of the Personal Data for the Business Purpose and as specifically instructed by the Customer will comply with all Privacy and Data Protection Requirements. 18 Indemnification. 18.1 Optmyzr agrees to indemnify, keep indemnified, and defend at its own expense the Customer against all costs, claims, damages, or expenses incurred by the Customer or for which the Customer may become liable due to any failure by Optmyzr or its employees, Sub-processors, or agents to comply with any of its obligations under this DPA or applicable Privacy and Data Protection Requirements. 18.2 Any limitation of liability set forth in the Optmyzr Agreement will not apply to this DPA’s indemnity or reimbursement obligations. 19 Mediation and Jurisdiction. 19.1 Customer agrees that if the Data Subject invokes against it claims for compensation of damages under the Clauses, Optmyzr will accept the decision of the Data Subject: (i) to refer the dispute to mediation, by an independent person or, where applicable, by the Supervisory Authority; (ii) to refer the dispute to the courts in the Member State in which the Customer is established. 19.2 The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national and international law. 20 Governing Law, Jurisdiction, and Venue. The Clauses shall be governed by the law of the Member State in which Customer is established. 21. Variation of Contract.

The parties undertake not to vary or modify the Clauses. This does not prejudice the parties form adding clauses on business related issues where required as long as they do not contradict the Clause.

APPENDIX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS 1. Business Purposes. To facilitate Customer’s use of the Optmyzr Services. 2. Data Subjects. The Personal Data transferred concerns the following categories of Data Subjects: Depending on the services used by the Data Exporter: 3. - Google Ads, Bing Ads, Facebook Ads, Amazon Ads, sales and marketing leads of the Data Exporter; and - Third parties that have, or may have, a commercial relationship with the Data Exporter (e.g. advertisers, customers, corporate subscribers and contractors). Purposes of the Transfer. The transfer is made for the following purposes: The transfer is intended to enable the Data Exporter to determine the purposes and means of the processing of personal data obtained through Data Importer’s products to support the sales, marketing, or other business practices of the Data Exporter. 4. Categories of Data. The Personal Data transferred concerns the following categories of data: The data transferred is the Personal Data provided by the Data Exporter to the Data Importer in connection with its use of Optmyzr’s services, referred to as Customer Personal Data in the Agreement. Such Personal Data may include first name, last name, email address, contact information, CRM data concerning sales leads and customer lists, purchase history, prospective customers and clients, employees, and any notes provided by the Data Exporter regarding the foregoing. 5. Recipients. The Personal Data transferred may be disclosed only to the following recipients or categories of recipients: Employees and other representatives of the Data Importer who have a legitimate business purpose for the processing of such personal data. 6. Sensitive Data (if appropriate). The personal data transferred concern the following categories of sensitive data: None. 7. Data Protection Registration Information of Data Exporter (where applicable).

None. 8. Sub-processors. Data Exporter consents to sub-processing by the following subcontractors: 9. - Techvitt Consultants LLP - Optmyzr Tech APS - Techfruit Technologies Private Limited - Asesorias EAP SpA Additional Useful Information (storage limits and other relevant information). The personal data transferred between the parties may only be retained for the period of time permitted under the Optmyzr Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements. 10. Privacy Shield as a Basis for Receiving Personal Data with Cross-Border Restrictions Optmyzr does not rely on Privacy Shield as a legal basis to transfer Personal Data in light of the judgment of the Court of Justice of the European Union in Case C- 311/18, for so long as Optmyzr is self-certified to the Privacy Shield it shall continue to process European Data in compliance with the Privacy Shield Principles and notify Customer if it makes a determination that it can no longer meet its obligation to provide the level of protection as is required by the Privacy Shield Principles. Contact Information. Contact points for data protection enquiries: compliance@optmyzr.com Data Importer: Signatory to the DPA between the parties Data Exporter: Signatory to the DPA between the parties

APPENDIX B SECURITY MEASURES REQUIRED TECHNICAL AND ORGANIZATIONAL DATA SECURITY MEASURES, SUCH AS: ● PHYSICAL ACCESS CONTROLS ○ Access to the premises where Optmyzr employees work is secured by at least one of the following: electronic key cards, video cameras, guard or alarms ● SYSTEM ACCESS CONTROLS. ○ Strong passwords are required for employees to access Optmyzr’s business systems ○ Mobile devices used to access data are managed by Google’s device policy and can be remotely disabled in case of loss ● DATA ACCESS CONTROLS. ○ Private data is restricted to employees who are working with a customer. ○ Access to accounts is logged. ● INTERNAL PROTOCOL & EDUCATION ○ Annual data protection training for all employees and periodic review and update of data privacy processes to comply with the Data Protection Requirements. ● ADDITIONAL SAFEGUARDS ○ Data is encrypted in transit ○ Transmissions of private data are exclusively over HTTPS ○ Data in the cloud is inside VPC (virtual private cloud)

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Privacy Policy

If your organization signed a Service Agreement with Optmyzr, that Agreement may have modified the privacy policy below. Please contact your Optmyzr account rep for details.

Optmyzr Privacy Policy
Last Updated August 27, 2020

Thanks for using Optmyzr! We are committed to protecting your privacy and making you more efficient and successful at managing your online advertising. Our Privacy Policy below covers how we collect, use, disclose, transfer, and store your Personal Data when you use our websites, software, and services (collectively, “Services”. Please take a moment to familiarize yourself with our privacy practices and contact us if you have any questions.

What Personal Data We Collect and Why
“Personal Data
” is data that can be used to identify or contact a single person. You may be asked to provide your Personal Data anytime you are in contact with Optmyzr or an Optmyzr affiliate. Optmyzr and its affiliates may share this Personal Data with each other and use it solely in a manner consistent with this Privacy Policy. We may also combine your Personal Data with other information to provide and improve our products, services, content, and advertising. You are not required to provide the Personal Data that we have requested, but, if you chose not to do so, in many cases we will not be able to provide you with our products or services or respond to any queries you may have.

Here are some types of Personal Data we may collect and how we may use it:
Account information.
We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, upgrade to a paid plan, and set up two-factor authentication (like your name, email address, phone number, payment info, and physical address). Some of our Services let you access your accounts and your information via other service providers.

Your Content.
Our Services are designed to make it simple for you to store your online advertising data, goals, targets, contacts, etc. (“Your Content), collaborate with others, and work across multiple devices. To make that possible, we store, process, and transmit Your Content as well as information related to it. This related information includes your profile information that makes it easier to collaborate and share Your Content with others, as well as things like the performance of ads, schedules for automations, recipients of reports, and usage activity. Our Services provide you with different options for sharing Your Content .

Contacts.
You may choose to give us details about your contacts to make it easy for you to do things like share and collaborate Your Content , send messages, and invite others to use the Services. If you do, we’ll store those contacts on our servers for you to use.

Bases for processing your Personal Data.
We collect and use the Personal Data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use Personal Data for our legitimate business needs, such as sending you important notices about your account and facilitating your requests. To the extent we process your Personal Data for other purposes, we expressly ask for your consent in advance or require that our partners obtain such consent. For more information on the lawful bases for processing your data, please see our FAQ.

**Collection of Non-Personal Data
**We also collect data in a form that does not, on its own, permit direct association with any specific individual. We may collect, use, transfer, and disclose non-personal information for any purpose. The following are some examples of non-personal information that we collect and how we may use it:

Usage information.
We collect information related to how you use the Services, often including actions you take in your account (like viewing insights, running optimizations, scheduling automations, etc.). We use this information to improve our Services, develop new services and features, and protect Optmyzr users.

Device information.
We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services.

**Cookies and Other Technologies
**Cookies and other technologies.
We use technologies like cookies and pixel tags to provide, improve, protect, and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. We treat information collected by cookies and other technologies as non-personal information. However, to the extent that IP addresses or similar identifiers are considered Personal Data by local law, we also treat these identifiers as Personal Data. Similarly, to the extent that non-personal information is combined with Personal Data, we treat the combined information as Personal Data for the purposes of this Privacy Policy. You can set your browser to not accept cookies, but this may limit your ability to use the Services. If our systems receive a DNT:1 signal from your browser, we’ll respond to that signal as outlined here.

Please note that certain features of our Services may not be available once cookies are disabled. We gather some information automatically and store it in log files. This information includes IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data. We use this information to understand and analyze trends, to administer the site, to learn about user behavior on the site, to improve our product and services, and to gather demographic information about our user base as a whole.

Optmyzr may use this information in our marketing and advertising services. In some of our email messages, we may use a “click-through URL” linked to content on our Services. When users click one of these URLs, they pass through a separate web server before arriving at the destination page on our Services. We track this click-through data to help us determine the effectiveness of our customer communications. If you prefer not to be tracked in this way, you should not click text or graphic links in the email messages.

Pixel tags enable us to send email messages in a format customers can read, and they tell us whether mail has been opened. We may use this information to reduce or eliminate messages sent to customers.

We sometimes contact people who do not have an Optmyzr account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by Optmyzr, you can unsubscribe and remove yourself from our contact list via the message itself.

Marketing.
We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email, or update your preferences in the Preferences section of your personal account.

**Who We Share Your Information With
**At times Optmyzr may make certain Personal Data available to the limited extent discussed below. Personal Data will only be shared by Optmyzr at your request or to provide or improve our products, services and advertising; it will not be shared with third parties for their marketing purposes.

Others working for and with Optmyzr.
Optmyzr uses certain trusted third parties (for example, providers of customer support, payment processing, and IT services) to help us provide, improve, protect, and promote our Services. These third parties will access your information only to perform tasks on our behalf in compliance with this Privacy Policy, and we’ll remain responsible for their handling of your information per our instructions. For a list of trusted third parties that we use to process your Personal Data, please see our FAQ.

Other users.
Our Services display information like your name, profile picture, device, and email address to other users in places like your user profile and sharing notifications. You can also share Your Stuff with other users if you choose. When you register your Optmyzr account with an email address on a domain owned by your employer or organization, we may help collaborators and administrators find you and your team by making some of your basic information—like your name, team name, profile picture, and email address—visible to other users on the same domain. This helps you sync up with others on your team and helps other users collaborate with you.

Certain features let you make additional information available to others. Please be aware that when you share your Personal Content with others through our Services that information has become public information. Optmyzr has no control over how your Personal Data will be used or disseminated by those with whom you share your Personal Content. To the extent you share Personal Content in any publicly viewed area of our Services such Personal Content may be widely disseminated, including via search engines and other tools to locate information online (e.g., internet archive).

Other applications.
You can also give third-party providers access to your information and account—for example, via Optmyzr APIs. Just remember that their use of your information will be governed by their privacy policies and terms.

Disclosure of your Personal Data.
Whether by law, administrative process, litigation, and/or requests from public or governmental authorities within or outside your country of residence, it may become necessary for Optmyzr to disclose your Personal Data. We may also disclose information about you if we determine that for purposes of national security, law enforcement, or other issues of public importance, disclosure is necessary or appropriate.

We may also disclose information about you if we determine that disclosure is reasonably necessary to enforce our terms of service or protect our operations or users. Additionally, in the event of a reorganization, merger, or sale we may transfer any and all Personal Data we collect to the relevant third party.

**Protection of Personal Data
**Security.
Optmyzr takes the security of your Personal Data seriously. We protect your Personal Data by using a two-factor authentication system and use encryption to protect your Personal Data during transit and while files are at rest. We further continue to work on features to keep your information safe in additional to alerts when new devices and apps are linked to your account. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users.

User Controls.
You can access information by logging into your Optmyzr account and going to your account settings page. You can select what emails you receive from Optmyzr.

Retention.
We make it easy for you to keep your Personal Data accurate, complete, and up to date. We retain your Personal Data for the period necessary to fulfill the purposes outlined in this Privacy Policy and our service specific privacy summaries. When assessing these periods we carefully examine our need to collect Personal Data at all and if we establish a relevant need we only retain it for the shortest possible period to realize the purpose of collection unless a longer retention period is required by law. If you delete your account, all information on your account may be deleted after 30 days, subject to exceptions below. You can also request us to delete your information by sending us a request through the official support channels. Should you decide to subsequently reactivate your account, please note that after 30 days your information may be unrecoverable from our servers and backup storage.

We may retain your information after a deletion request under the following circumstances: (1) there might be some latency in deleting this information from our servers and backup storage; and (2) if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

Where
Around the world.
To provide you with the Services, we may store, process, and transmit information in the United States and locations around the world—including those outside your country. Information may also be stored locally on the devices you use to access the Services.
If you are a resident of the European Union (“EU”), you may have additional rights under the EU General Data Protection Regulation (the “GDPR”) with respect to your Personal Data or the Data Protection Act of 2018 if a resident of the United Kingdom (“UK”), as outlined in this Privacy Policy. For the purposes of this Privacy Policy, references to the EU also include the European Economic Area countries Iceland, Liechtenstein, and Norway.
When transferring data from the EU, the UK, and/or Switzerland, Optmyzr relies upon a variety of legal mechanisms to protect the integrity and security of your information when transferring it the U.S., including requiring our data service providers to agree to Standard Contractual Clauses approved by the European Commission.
You have the ability to access, modify, download or delete your personal data through the website. You may also email us at privacy@optmyzr.com.
If you consider that our processing of your Personal Data infringes applicable data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. You may do so in the EU member state or UK where you reside, where your place of work is located, or the place of the alleged infringement.

Cross-Border Information Transfers
You should note that our servers are located in the United States, which is deemed by the EU to have inadequate data protection. Accordingly, when you provide information to us through the Services, you are providing that information to us in the United States. You should also note that, if you are in a country outside the United States (including but not limited to in the EU or UK), your Personal Data may be transferred to and/or collected, stored, processed, and/or used outside of your country, including in the United States. When you sign up to use our Services we will request your consent to transfer to and/or store, process, distribute and use your Personal Data in the United States. When we transfer your information outside of the EU or UK in this way, we will take steps to ensure that appropriate security measures are taken with the aim of ensuring that your privacy rights continue to be protected as outlined in this policy.

**Changes to Our Privacy Policy
**If we are involved in a reorganization, merger, acquisition, or sale of our assets, your information may be transferred as part of that deal. We will notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event. We may revise this Privacy Policy from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you by sending an email to the address you provided; therefore, it is important to keep your account information up to date.

**Third Party Services
**Our Services may contain links to third-party websites, products, and services. Information collected by third parties, which may include such things as location data or contact details. Your browsing and interaction on any third-party website, including those that have a link on our website, are subject to that third party’s own rules and policies. We recommend that you consult the privacy statements of all third-party websites you visit by clicking on the “Privacy Policy” link typically located at the bottom of the webpage you are visiting.

**Your Right to Control and Access Your Information
**Under the GDPR and Data Protection Act 2018, you have control over your Personal Data and how it is collected, used, and shared. For example, you have a right to:

Erase or delete all or some of Your Content in your Optmyzr account.
You can learn more about how to remove your ads accounts from Optmyzr here.

Change or correct Personal Data.
You can manage your account and the content contained in it, as well as edit some of your Personal Data, through your profile page.

Restrict use. You can restrict our use of your data, however, restricting our use may prevent your access to features of our Service that require us to make use of your Personal Data as described in this Privacy Policy.

Transfer.
To the extent your Personal Content is processed by automated means, you may request your Personal Content be provided to you in a format, if technically feasible, that can be transferred to another provider.

Information.
You may request more information about how we process your information and obtain disclosure regarding certain aspects of the processing.
Access. You may access your data that we process at any time.
Withdraw consent. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you.
Object to automated processing. When we rely on automated processing or profiling of your Personal Data you have the right to object to such use.
Object to use of your data. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you. You further have the right to object to how we use your Personal Data, for example, using your data for direct marketing purposes. If you do this we will stop using it for those purposes.
Objection based on legitimate interest. If you disagree with us relying on the legitimate interest grounds for using your Personal Data (see section 2 above), you can object to us doing so. We will then reassess the extent to which we can continue to use the data in light of your particular circumstances.
For more information on your right to control and access your Personal Data, please see our FAQ.

**Children
**We understand the importance of taking extra precautions to protect the privacy and safety of children. We do not permit any person under the age of 18 to access or use our Services or provide information about any person under the age of 13. If we learn that we have collected the Personal Data of a child under 13, or equivalent minimum age depending on jurisdiction, we will take steps to delete the information as soon as possible.

**Canadian Disclosures
**We comply with the requirements of the Personal Data Protection and Electronic Document Act (“PIPEDA”) to ensure your privacy is protected if you are a resident of Canada. Access.You may request, in writing, access to your data, including how we use your data, who we share your data with, and that we provide you a copy of your data in an accessible format. We may not be required or permitted to provide you the data requested if it would breach attorney-client privilege; reveal confidential commercial information; threaten life or security; if data was collected in the context of an investigation of a contract breach or contravention of the laws of Canada or a province; generated as part of a dispute resolution process; or created for the purposes of the Public Servants Disclosure Protection act (“whistleblowing law”).
Withdraw consent. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you. In some cases you may not be able to withdraw consent if required by law or a contractual obligation. In such cases we will inform you if your consent cannot be withdrawn.
_Right to correct or delete information._You can manage your account and the content contained in it, as well as edit some of your Personal Data, through your profile page.
Compliance. To make requests about your Personal Data that we maintain or to ask questions about our compliance with PIPEDA, you may email our compliance officer at pipeda@optmyzr.com.

**Privacy Questions
**When a privacy question or question about Personal Data received in response to your use of our Services is received we have a dedicated team to address the specific concern. Please contact us at privacy@optmyzr.com with your questions or concerns. Where your issue may be more substantive in nature, more information may be sought from you. All such substantive contacts receive a response. If you are unsatisfied with the reply received, you may refer your complaint to the relevant regulator in your jurisdiction. If you ask us, we will endeavor to provide you with information about relevant complaint avenues which may be applicable to your circumstances.

Terms Of Use

Last Updated August 27, 2020

BY CLICKING THE “Start Free Trial” OR “Sign Up” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF OPTMYZR INC.’S (“OPTMYZR,” “OUR,” OR “WE”) ONLINE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OF SOFTWARE COMPONENTS ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, THE “SERVICE”). YOU WARRANT AND REPRESENT THAT YOU ARE AT LEAST (18) YEARS OF AGE OR OLDER OR YOU MUST IMMEDIATELY STOP USE OF THIS SITE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND UNCONDITIONALLY AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE TERMS OF THIS AGREEMENT WILL APPLY EACH TIME YOU ACCESS OUR SERVICE. 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

Welcome
Subject to the terms of this Agreement, Optmyzr will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service will be deemed to be your agreement to abide by this Agreement including any materials available on the Optmyzr website incorporated by reference herein, including but not limited to Optmyzr’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. Optmyzr offers multiple products and editions of its products. This Agreement governs all products and services offered by Optmyzr.

1. Privacy & Security; Disclosure
Optmyzr’s privacy and security policies may be viewed online on the Optmyzr website at http://www.optmyzr.com/info/privacy_policy. For Users residing in a European Union member state or Switzerland you may have additional rights under the EU General Data Protection Regulation (the “GDPR”), or under the Data Protection Act of 2018 if residing in the United Kingdom. We comply with all requirements for data processors and collectors as these terms are defined in the General Data Protection Regulation and require our data service providers to agree to Standard Contractual Clauses approved by the European Commission. For a full list of your rights regarding our use and process of your Personal Data please review our Privacy Policy via the link included in this section.

Optmyzr reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. You consent to receive communications from us electronically. Non-Optmyzr customers who receive communications may ‘opt out’ of receiving future marketing and other communications from Optmyzr at unsubscribe@optmyzr.com. Optmyzr customers will always receive account related emails. When we modify our privacy and security policies you may be notified of the changes by email and will be required to confirm your consent the next time you access the Optmyzr websites (the “Site”) after any changes. If you do not consent to any change in our privacy and security policies as regards the collection and processing of your Personal Data and the change is required to provide you the requested Services or for a legal reason, you agree that your refusal to consent may impair your use our Services or require you to discontinue use of our Services. Optmyzr reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials. You may opt out of such disclosure at any time.

2. Contributor Disclosure
Optmyzr sponsor content may include blog(s), blog posts, notices, advertisements, sidebars, takeaways, embedded videos. (collectively “Contributor Content”) that are written or created by one or more contributors. (“Contributors”). Contributors receive cash compensation and/or other compensation for posting, uploading Contributor Content to the Service. The compensation received may influence Contributor Content uploaded, transmitted, and/or posted to the Service. The views and opinions expressed by any Contributor in Contributor Content on our Service is purely the Contributor’s own.

3. License Grant & Restrictions
Optmyzr hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. In the event that your subscription provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by Optmyzr and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Optmyzr Technology or the Optmyzr Content in any way; (ii) modify or make derivative works based upon the Service, Optmyzr Technology or the Optmyzr Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Subscription allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Subscription are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. You agree to immediately change your password and notify Optmyzr of any suspected or unauthorized access associated with your use of the Service or any other breach of security. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Optmyzr’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Optmyzr’s infrastructure. Optmyzr shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances. Optmyzr reserves the right, in our sole discretion, to deny registration of a user account, prohibit or deny you access to the Site (or any part thereof), with or without prior notice.

4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Optmyzr immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Optmyzr immediately and use best efforts to stop immediately any copying or distribution of Optmyzr Content or Contributor Content that is known or suspected by you or your Users; (iii) not impersonate another Optmyzr user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (vi) not collect, store or transmit Personal Data about individuals or any information that is subject to applicable privacy laws or regulations. You are solely responsible for all text, logos and images (“Customer Content”), all advertisements and any website reachable from the advertisements generated using the Service. You hereby represent, warrant and covenant to Optmyzr and its third party suppliers that (i) any Customer Content you provide is and shall be accurate, complete and current, (ii) you have all necessary rights and are fully authorized to publish the Customer Content and create or have created advertisements, and (iii) all Customer Content complies with the requirements set forth by Google and Microsoft on their respective websites with respect to the Google AdWords and Microsoft adCenter programs, as the case may be, including the trademark policies, policies regarding minors, editorial guidelines and creative limitations posted therein. You hereby authorize Optmyzr to allow such Customer Content and advertisements to be published throughout the network of advertising channels operated by Microsoft and Google, and their network of participating websites and other distribution outlets. You further represent, warrant and covenant to Optmyzr and its suppliers that (a) at all times you shall comply with all applicable law; (b) you will not generate, or encourage others to generate, automated or fraudulent impressions or clicks of advertisements on any Google or Microsoft advertising network; (c) you are responsible for obtaining and maintaining accounts for use of the Google AdWords program and Microsoft adCenter program; (d) your use of the Google AdWords program or Microsoft adCenter program is not for personal, family or household purposes; (e) your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed; (f) you will not misrepresent yourself, your age, or your affiliation with any person or entity, impersonate any person or entity, makes false or misleading statements; and (g) forge headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted to or through the Services (either directly or indirectly through use of third party software).Further, you acknowledge and agree that Microsoft and/or Google may, in its sole discretion, (i) edit your Customer Content for size and fit purposes, (ii) label any advertisement as a “sponsored site,” “advertisement” or similar designation for clarification purposes, (iii) create advertisements based upon the Customer Content and other specifications provided by Optmyzr through the applicable API, and (iv) create, delete, modify and optimize your account. Optmyzr does not own any Customer Content or advertisements provided by you hereunder, provided that you hereby grant Optmyzr a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content and advertisements for the sole purpose of providing you with the Service. You are solely responsible for all URLs required or used by you in connection with the Service. Any URL that includes or incorporates any variation of the name Optmyzr (a “Optmyzr URL”) shall (i) be owned by Optmyzr, (ii) require the consent of Optmyzr prior to your use, and (iii) only be used by you during the Term of this Agreement. Any URL used by you in connection with the Service that does not include or incorporate the name Optmyzr shall be owned by you. For the avoidance of doubt, you are solely responsible for all Customer Content provided or published by you in connection with the Service under any URL (including any Optmyzr URL).

5. Account Information and Data
Optmyzr does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant Optmyzr a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that Optmyzr reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You, not Optmyzr, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and Optmyzr shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Optmyzr’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.

6. Intellectual Property Ownership
Optmyzr alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Optmyzr Technology, the Optmyzr Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Optmyzr. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Optmyzr Technology or the Intellectual Property Rights owned by Optmyzr, Inc. The Optmyzr name, the Optmyzr logo, domain name, and the product and service names associated with the Service and Optmyzr Content are trademarks of Optmyzr or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to Optmyzr and/or its licensors under applicable copyright law.

7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Optmyzr and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. Optmyzr does not endorse any sites on the Internet that are linked through the Service. Optmyzr provides these links to you only as a matter of convenience, and in no event shall Optmyzr or its licensors be responsible for any content, products, or other materials on or available from such sites. Optmyzr provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the Google AdWords or Microsoft adCenter programs depend on the continuing availability of the Google AdWords or Microsoft adCenter, as the case may be, application programming interface (“API”) and program for use with the Services. If Google Inc. or its affiliates (“Google”) or Microsoft, Inc. or its affiliates (“Microsoft”) ceases to make the Google AdWords API or program, or Microsoft adCenter API or program, as the case may be, available on reasonable terms for the Services, Optmyzr may cease providing such Service features and you shall have no payment obligations with respect to such Service features for periods following such cessation.

8. Subscriptions and Payment
Some portions of our Service are billed on a subscription basis (“Subscription”) You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or semi-annual (every six months) basis, depending on the type of subscription plan you select when purchasing a Subscription. You shall pay all fees or charges to your account in accordance with the Subscription and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen Subscription at the fee currently in effect. All payments must be made in advance and amounts owed are payable via automated recurring credit card payment or electronic invoices. You must provide Optmyzr with a valid credit card as a condition to signing up for the Service. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. An authorized License Administrator may adjust the Service edition by executing an additional written Order Confirmation or using the web-based customer administration system within the Optmyzr product if it applies. Changes to the Service edition will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Service edition will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee; (iii) any fee increase that results from changes made in the middle of a billing month will be charged in full on a pro-rated basis for the portion of the billing month following such change; and (iv) any fee reduction that results from changes made in the middle of a billing month will be pro-rated. Optmyzr reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Optmyzr, and you agree not to disclose them to any third party.

9. Billing and Renewal
Optmyzr charges and collects in advance for use of the Service. Optmyzr will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. The renewal charge will be equal to the Subscription in effect during the prior term, unless Optmyzr has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Optmyzr’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Optmyzr’s income. Users in jurisdictions that collect value-add tax (“VAT”) must register as a business to use this Service. By registering in a jurisdiction that requires the collection of VAT, you warrant and represent that you are a business. Upon registration of your account you must provide Optmyzr your VAT registration number, and the name and principal address of your business so that we may comply with all VAT invoicing regulations. If you do not provide a valid VAT registration number or otherwise meet the requirements of this provision, Optmyzr reserves the right to terminate your account. When asked, you agree to provide Optmyzr with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Optmyzr reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to Optmyzr will be in US Dollars. If you believe your invoice is incorrect, you must contact Optmyzr in writing within forty-five (45) days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit, otherwise any inaccuracy will be deemed waived.

10. Non-Payment and Suspension
In addition to any other rights granted to Optmyzr herein, Optmyzr reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes more than days delinquent (falls into arrears). You agree and acknowledge that Optmyzr has no obligation to retain Customer Data or Customer Content and that such Customer Data and Customer Content may be irretrievably deleted if your account is thirty (30) days or more delinquent.

11. Term
This Agreement commences on the Start Date which is the day you sign up on Optmyzr. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at Optmyzr’s then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed upon. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data and Customer Content from the Optmyzr platform prior to the effective date of such expiration or termination. You agree and acknowledge that Optmyzr has no obligation to retain the Customer Data or Customer Content, and may delete such Customer Data and Customer Content 30 days after expiration or termination. Upon any expiration or termination of this Agreement, your rights to use any Optmyzr URLs shall immediately terminate. The following sections shall survive any expiration or termination of this Agreement: 1, 3, 4, 5, 6, 8, 10, 13, 15-29.

12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Optmyzr Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, Optmyzr, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

13. Copyright Policy
Optmyzr takes the intellectual property rights of others seriously and expects you to do the same on our Website. We will respond to notices of copyright infringement that comply with the requirements of the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512), or applicable law if contended infringement occurs outside the United States. If you believe in good faith that User Content available through our Services infringes one or more of your copyrights, you may provide us written notice (“Take Down Notice”) and include the following information: A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed (including a hyperlink to said work(s), if available), or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that website; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material (including a hyperlink to said work(s)); Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, his/her/its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Optmyzr a counter-notice.

Any Take-Down Notice or counter-notice must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/title17/92appb.html for details. Any Take-Down Notice or counter-notice must be sent to: Attn: Frederick Vallaeys, Optmyzr Inc., 551 Pilgrim Drive, Suite B, Foster City, California, 94404; or by email at dmca@optmyzr.com Consult your legal advisor before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Optmyzr represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Optmyzr help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify Optmyzr, Optmyzr will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for Optmyzr’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Mutual Indemnification
You shall indemnify and hold Optmyzr, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data or the Customer Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, provided in any such case that Optmyzr (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Optmyzr of all liability and such settlement does not affect Optmyzr’s business or Service); (c) provides to you all reasonably available information and assistance; and (d) has not compromised or settled such claim. Optmyzr shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly and knowingly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (a) promptly give written notice of the claim to Optmyzr; (b) give Optmyzr sole control of the defense and settlement of the claim (provided that Optmyzr may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Optmyzr all reasonably available information and assistance; and (d) have not compromised or settled such claim. Optmyzr shall have no indemnification obligation, and you shall indemnify Optmyzr pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, services, hardware or business process(es). If as a result of any infringement by the Service (other than as described in the preceding sentence) your use of the Service is enjoined by a court of law, Optmyzr will either modify the Service to make it non-infringing, acquire a license for you to continue using the Service, or if neither option is possible, refund to you the applicable fees paid by you in advance.

16. Disclaimer of Warranties
OPTMYZR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. OPTMYZR AND ITS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRIBUTOR(S), LICENSORS, LICENSEES, SERVICE PROVIDERS, AND OTHER AFFILIATES (COLLECTIVELY “ASSOCIATED PARTIES”) DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY OPTMYZR AND ASSOCIATED PARTIES.
NO OPINION, ADVICE, OR STATEMENT OF OPTMYZR OR ANY ASSOCIATED PARTY, WHETHER MADE ON THE SERVICE, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED HEREIN. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON OPTMYZR SERVICE.

17. Limitation of Liability
IN NO EVENT SHALL OPTMYZR’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE CURRENT SUBSCRIPTION RENEWAL PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, THE OPTMYZR TECHNOLOGY OR CONTENT, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OPTMYZR’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE OPTMYZR SERVICE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE OPTMYZR TECHNOLOGY OR SERVICE, OR OTHER WEBSITE CONTENT OWNED OR CONTROLLED BY OPTMYZR AND ASSOCIATED PARTIES.
BY ACCESSING THE OPTMYZR WEBSITE YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF CALIFORNIA CODE § 1542, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
The Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Optmyzr and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Optmyzr Content or Customer Content contrary to United States or other applicable law is prohibited. None of the Optmyzr Content or Customer Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government and other applicable governmental bodies for such purposes.

20. Communications, Notices, and Newsletters
You may opt in to receive our monthly newsletter, as well as invitations to our educational webinars and promotions for our products (collectively “Communications”). As we appreciate your time is valuable you will usually only receive up to 5 emails per month and these Communications will be solely for products and services offered by Optmyzr. You may ‘opt out’ of receiving future marketing and other communications from Optmyzr at unsubscribe@optmyzr.com at any time. Optmyzr customers will always receive account related emails, such as administrative notices and service announcements or changes regarding policies governing use of our Services.

21. Interruption of Service.
We reserve the right to update, modify, suspend, discontinue or close, temporarily or permanently, the Service (or any part thereof) at any time with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Service, we reserve the right at any time, in our sole discretion, to block users from certain IP addresses from accessing the Service.Transactions conducted through the Internet may be subject to interruption, blackout, delay or error. Optmyzr shall not be responsible in any way for loss of accuracy or timeliness of any message sent or transaction conducted through this Service arising from or in relation to any malfunctions in communication facilities that are out of the control of Optmyzr.

22. Notice
Optmyzr may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Optmyzr’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Optmyzr’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Optmyzr (such notice shall be deemed given when received by Optmyzr) at any time by any of the following: letter to Optmyzr delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Optmyzr, in either case, addressed to the attention of: COO, Optmyzr.

23. Modification to Terms
Optmyzr reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

24. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Optmyzr but may be assigned without your consent by Optmyzr to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Optmyzr directly or indirectly owning or controlling 50% or more of you shall entitle Optmyzr to terminate this Agreement for cause immediately upon written notice.

25. Free Trials
In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by Optmyzr, indemnification by Optmyzr, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Optmyzr may terminate a free trial at any time and for any reason.

26. Governing Law and Jurisdiction.
All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of the United States located in the Northern District of California or the courts of the State of California located in Santa Clara County, California although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country if you reside outside the United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, including all forum non conveniens defenses.

27. Arbitration.

Disputes in the United States and Non-European Member States
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential, binding arbitration in Santa Clara County, California, before one (1) arbitrator. The arbitration shall be initiated and conducted according to JAMS Arbitration Rules and Procedures, and where consistent, California law, without regard to or application of conflict of law principles of your state or country of residence, at the San Jose, California office of JAMS including the Optional Appeals Procedure. If you reside out the state of California or the United State you understand and agree to submit to the jurisdiction and venue of Santa Clara County, California and hereby waive all forum non conveniens defenses.
The arbitrator shall be a disinterested attorney or retired judge experienced in e-commerce and/or intellectual property matters. Such arbitration shall include discovery proceedings as provided under Section 1283.05 of the California Code of Civil Procedure. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English at the expense of the party presenting the witness. Judgment on any award may be entered in any court of competent jurisdiction. The Parties hereto consent to the jurisdiction of the Superior Court of the State of California, and the United States Northern Judicial District of California, for purposes of enforcing this arbitration agreement and proceedings and entry of judgment on any award and further consent that any process or notice of motion or other application to the Court or the judge thereof may be served by certified or registered mail, return receipt requested. The prevailing party shall be awarded costs and reasonable attorneys’ fees associated with the arbitration.
You understand that by using the Website you GIVE UP YOUR RIGHT TO GO TO COURT, to assert or defend any claims between you and Optmyzr (except for matters brought in small claims court) BEFORE A JUDGE OR JURY. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction over the parties. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
Attorney Fees: In any arbitration or court action between the parties to enforce this Agreement or the rights of the parties hereunder, the prevailing party in such action (as determined by the arbitral panel or court) will be entitled to receive a reasonable sum for its attorney’s fees and all other reasonable costs and expenses incurred in such action or suit.
Small Claims Action: If your claim meets the requirements to file a small claims action, you agree to the sole jurisdiction and venue of any small claims court located in Santa Clara County, California. To the extent state law applies, California law shall govern without regard to or application of the conflict of law provisions of your state or country of residence.
No Class Action: You agree to give up your right to participate in a class action or class proceeding, including class arbitration, limited attorney general action, or other representative action or proceeding.

Disputes in European Member States and Switzerland.
This Agreement is governed by and construed in accordance with the laws of the State of California, USA, and the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Optmyzr both agrees to submit to the non-exclusive jurisdiction of the courts of the federal and state courts located in Santa Clara County,in the State of California, USA, which means that you may bring a claim to enforce your consumer protection rights in connection with this Agreement in California or in the EU country in which you live or Switzerland. If you are a resident of any European Union country or Norway, Iceland and Liechtenstein, the European Commission provides for an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr. If you would like to bring a matter to our attention, please contact us at info@Optmyzr.com.

28. Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

29. Feedback and Suggestions
If you submit feedback, comments, ideas or suggestions (collectively “Suggestions”) about the Service, you acknowledge that such Suggestions are unsolicited and that we may, but have no obligation, to use your Suggestions. You further agree and acknowledge that any use of your Suggestions by us, for any purpose, will be without any liability to us, or payment of any kind to you.

30. Notice of California Users
Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at(800) 952-5210.

31. General
No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Optmyzr as a result of this Agreement or use of the Service. The failure of Optmyzr to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Optmyzr in writing. This Agreement, together with any applicable Subscription Conditions and Privacy Policy, comprises the entire agreement between you and Optmyzr and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event that any of your Users are contractors to your organization, you agree that such contractors shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and you shall be fully liable for and indemnify Optmyzr with respect to any failure of any contractor to so comply.

32. Definitions
As used in this Agreement now or hereafter associated herewith: “Agreement” means this Terms of Use and all modifications thereto; “Billing Cycle” means the recurring and periodic basis during which bills are prepared for services, set either on a monthly or semi-annual basis in advance of services being performed; “Contributor” means any person that receives a form of cash or other compensation for posting, uploading Contributor Content to the Service; “Contributor Content” means blog(s), blog posts, notices, advertisements, sidebars, takeaways, embedded videos uploaded, posted or otherwise transmitted by Contributor; “Customer Content” means all text, logos and images uploaded, posted or otherwise transmitted by the Customer;“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses and subscriptions online through the Site and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Subscription(s); “Optmyzr” means Optmyzr, Inc., a Delaware corporation, having its principal place of business at 551 Pilgrim Drive, Suite B, Foster City, CA 94404, USA; “Optmyzr Content” means any thought leadership published or otherwise made available by Optmyzr, including without limitation white papers, blog content, newsletters and any other publications; “Optmyzr Technology” means all of Optmyzr’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Optmyzr in providing the Service; “Opt out” means to unsubscribe and no longer receive product or service information; “Personal Data” has the meaning provided in the Optmyzr Privacy Policy; “Renewal Term” means subsequent terms after expiration of the Initial Term; “Service(s)” means the specific edition of Optmyzr’s online search engine marketing services, developed, operated, and maintained by Optmyzr, accessible via the website optmyzr.com and other related websites (the “Site”(s)) or another designated web site or IP address, and any ancillary online or offline products and services provided to you by Optmyzr, to which you are being granted access under this Agreement, including without limitation the Optmyzr Technology, the Optmyzr Content and any support services agreed to by Optmyzr; “Start Date” means the date you sign up on Optmyzr; “Subscription(s)” means signing up for the Service online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for, the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties, each such Subscription to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Subscription, the terms of this Agreement shall prevail); “Suggestions” means comments, ideas or feedback; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Optmyzr at your request); and “You” or “Your” means the person, company or other legal entity that has agreed to and is bound by the terms of this Agreement.

33. Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Optmyzr.com.

Regular Pages

Data Processor Agreement

Last Updated: August 28, 2020

This Data Processing Agreement (the “DPA”), entered into by the Optmyzr Customer identified on the applicable Optmyzr ordering document for Optmyzr services (“Customer”) and Optmyzr, Inc. (“Optmyzr”), governs the processing of personal data that Customer uploads or otherwise provides Optmyzr in connection with the services, the processing of data by Optmyzr on behalf of Customer in connection with the services, and the processing of any personal data that Optmyzr uploads or otherwise provides to Customer in connection with the services.

Optmyzr offers online services and software (the “Services”) through the URL: optmyzr.com which allows Customer to create and build marketing campaigns, optimize campaigns, and share automated reports. Customer has already signed up for the Service and agreed to Optmyzr’s Terms of Use and Privacy Policy (collectively, the “Agreement”). This DPA is incorporated into the Agreement by reference. Collectively, the DPA (including the SCCs, as defined herein), the Agreement, and any applicable ordering documents are referred to in this DPA as the “Optmyzr Agreement.” In the event of any conflict or inconsistency between any of the terms of the Optmyzr Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) the SCCs; (b) this DPA; (c) the Agreement; and (d) the applicable ordering document to the Optmyzr Agreement. Except as specifically amended in this DPA, the Optmyzr Agreement and applicable ordering document remain unchanged and in full force and effect.

1. Definitions.

1.1 The following definitions and rules of interpretation apply in this DPA. “Alternative Transfer Solution” means a solution, other than the SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law. “Authorized Persons” means the persons or categories of persons that the Customer authorizes to give Optmyzr Personal Data processing instructions. “Business Purpose” means the services described in the Master Agreement or any other purpose specifically identified in Appendix A. “Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers – Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission. “Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission. “Customer Personal Data” means (a) Personal Data that Customer uploads or otherwise provides Optmyzr in connection with Customer’s use of Optmyzr’s Services or for which Customer is otherwise a data controller or (b) the relevant Privacy and Data Protection Requirements otherwise defined as protected personal data. “Data Exporter” means the controller who transfers the Personal Data. “Data Importer” means the processor who agrees to receive from the Data Exporter Personal Data intended for processing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95.46.EC. “Data Protection Requirements” means the General Data Protection Regulation, Local Data Protection Laws, and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data. “Data Subject” means an individual who is the subject of Personal Data. “European Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the General Data Protection Regulation or Local Data Protection Laws. “General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council. “Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Optmyzr from services such as customer-relationships management (CRM) services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “Personal Data” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual. “Processing,” “processes,” or “process” means any activity that involves the use of Personal Data or that the relevant Privacy and Data Protection Requirements may otherwise include in the definition of processing, processes, or process. It includes obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data including, but not limited to, organizing, amending, retrieving, using, disclosing, erasing, or destroying it. Processing also includes transferring Personal Data to third parties. “Privacy and Data Protection Requirements” means all applicable federal, state, and foreign laws and regulations relating to the processing, protection, or privacy of the Personal Data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

“Security Breach” means any act or omission that compromises the security, confidentiality, or integrity of Data or the physical, technical, administrative, or organizational safeguards put in place to protect it. The loss of or unauthorized access, disclosure, or acquisition of Personal Data is a Security Breach whether or not the incident rises to the level of a security breach under the Privacy and Data Protection Requirements

“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Optmyzr Agreement. “Sub-processor” means any entity which provides processing services to Optmyzr in furtherance of Optmyzr’s processing on Customer’s behalf. “Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has Supervisory Authority and jurisdiction over Customer. 1.2 This DPA is subject to the terms of the Optmyzr Agreement and is incorporated into the Optmyzr Agreement. Interpretations and defined terms set forth in the Optmyzr Agreement apply to the interpretation of this DPA. 1.3 The Appendices form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Appendices. 1.4 1.5 A reference to writing or written includes faxes and email. In the case of conflict or ambiguity between: any provision contained in the body of this DPA and any provision contained in the Appendices, the provision in the body of this DPA will prevail; the terms of any accompanying invoice or other documents annexed to this DPA and any provision contained in the Appendices, the provision contained in the Appendices will prevail; any of the provisions of this DPA and the provisions of the Optmyzr Agreement, the provisions of this DPA will prevail; and any of the provisions of this DPA and any executed Standard Contractual Clauses, the provisions of the executed Standard Contractual Clauses will prevail. Personal Data Types and Processing Purposes. 2.

2.1 compliance obligations under the applicable Privacy and Data Protection Requirements, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Optmyzr. 2.2 Appendix A contains the categories of Personal Data processed and the categories of Data Subjects subject to this DPA. Customer retains control of its Personal Data and remains responsible for its

3 Compliance with Laws. The parties shall each comply with their respective obligations under all applicable Data Protection Requirements. 4 Optmyzr’s Obligations. 4.1 Optmyzr will Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Optmyzr’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. Optmyzr will not use or process the Customer Personal Data for any other purpose. Optmyzr will promptly inform Customer in writing if it cannot comply with the requirements under Clauses 9-11, 13-16 of this DPA, in which case Customer may terminate the Optmyzr Agreement or take any other reasonable action, including suspending data processing operations. Optmyzr will not process the Personal Data for any other purpose or in a way that does not comply with this DPA or the Privacy and Data Protection Requirements. Optmyzr must promptly notify the Customer if, in its opinion, the Customer’s instruction would not comply with the Privacy and Data Protection Requirements. 4.2 Optmyzr will promptly comply with any Customer request or instruction from Authorized Persons requiring Optmyzr to amend, transfer, or delete the Personal Data, or to stop, mitigate, or remedy any unauthorized Processing. 4.3 Optmyzr will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless Customer or this DPA specifically authorizes the disclosure, or as required by law. If a law requires Optmyzr to Process or disclose Personal Data, Optmyzr must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice. 4.4 Optmyzr will reasonably assist the Customer with meeting the Customer’s compliance obligations under the Privacy and Data Protection Requirements, taking into account the nature of Optmyzr’s Processing and the information available to Optmyzr. 4.5 Optmyzr will inform Customer promptly if, in Optmyzr’s opinion, an instruction from Customer violates applicable Data Protection Requirements. 4.6 If Optmyzr is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice. 4.7 Optmyzr will promptly notify the Customer of any changes to Privacy and Data Protection Requirements that may adversely affect Optmyzr’s performance of the Optmyzr Agreement.

4.8 The Customer acknowledges that Optmyzr is under no duty to investigate the completeness, accuracy, or sufficiency of any specific Customer instructions from Authorized Persons or the Personal Data other than as required under the Privacy and Data Protection Requirements. 4.9 Optmyzr will only collect Personal Data for the Customer using a notice or method that the Customer specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of the Customer’s identity, the purpose or purposes for which their Personal Data will be processed, and any other information that is required by applicable Privacy and Data Protection Requirements. Optmyzr will not modify or alter the notice in any way without the Customer’s prior written consent. 4.10 Upon request, Optmyzr will provide Customer with a summary of Optmyzr’s privacy and security policies. 5 Optmyzr’s Employees. 5.1 Optmyzr will limit Personal Data access to: (a) those employees who require Personal Data access to meet Optmyzr’s obligations under this DPA and the Optmyzr Agreement; and (b) the part or parts of the Personal Data that those employees strictly require for the performance of duties. 5.2 Sub-processors: Optmyzr will take commercially reasonable steps to ensure that employees and (a) are informed of the Personal Data’s confidential nature and use restrictions; (b) have received training on the Privacy and Data Protection Requirements relating to handling Personal Data and how it applies to their particular duties; and (c) are aware both of Optmyzr’s duties and their personal duties and obligations under the Privacy and Data Protection Requirements and this DPA. 5.3 integrity, and trustworthiness of all of Optmyzr’s employees and Sub-processors with access to the Personal Data. Optmyzr will take commercially reasonable steps to ensure the reliability, 6 Customer Obligations. 6.1 Customer agrees to: (a) determine the purposes and general means of Optmyzr’s processing of Customer’s Personal Data in accordance with the Optmyzr Agreement; and

(b) comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers. 6.2 Customer agrees to, at Optmyzr’s request, designate to Optmyzr a single point of contact (the “Authorized Agent”) responsible for (i) receiving and responding to Data Subject requests Optmyzr receives from Customer Data Subjects relating to Customer Personal Data; and (ii) notifying Optmyzr of Customer’s intended response to a Data Subjects request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Optmyzr processes for Customer, and authorizing Optmyzr to fulfill such responses on behalf of Customer. 7 Controller-To-Controller Scenarios. Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the General Data Protection Regulation and in other Data Protection Requirements. Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of European Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission- approved countries providing ‘adequate’ data protection, each party agrees it will (a) provide at least the same level of privacy protection for European Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or (b) use the Controller-to-Controller SCCs, which are incorporated herein by reference. If data transfers under this DPA rely on Controller-to-Controller SCCs to enable the lawful transfer of Personal Data, as set forth in the preceding sentence, the parties agree that the following terms apply: (i) Data Subjects for whom a Customer processes European Personal Data are third-party beneficiaries under the Controller-to-Controller SCCs; (ii) Appendix A to this DPA shall apply as Annex B of the Controller-to-Controller SCCs; and (iii) for purpose of Clause II(h), the Data Importer will process the European Personal Data, at its option, in accordance with “the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the Data Importer complies with the relevant provisions of such an authorization or decision and is based in a country to which such an authorization or decision pertains, but is not covered by such authorization or decision for the purposes of the transfer(s) of the personal data.” The parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Data and the parties are not joint controllers as defined in the General Data Protection Regulation. 8 Third Party Data Processors. Customer acknowledges that in the provision of some services (such as CRMs), Optmyzr, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such

third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. Such third party data processors are not Sub- processors. 9 Security. 9.1 Optmyzr will at all times implement appropriate technical and organizational measures designed to safeguard Personal Data against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, or damage, including, but not limited to, measures with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption of Customer Personal Data while in transit and at rest, as set forth in further detail in Appendix B. Optmyzr will document those measures in writing and periodically review them, at least annually, to ensure they remain current and complete. 9.2 Optmyzr will notify Customer without undue delay, and in any event within 48 hours of becoming aware of any breach of Personal Data. 9.3 Optmyzr will take commercially reasonable precautions to preserve the integrity of any Personal Data it processes and to prevent any corruption or loss of the Personal Data, including but not limited to establishing effective back-up and data restoration procedures. 10 Security Breaches and Personal Data Loss. 10.1 Optmyzr will promptly notify the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. Optmyzr will restore such Personal Data at its own expense. 10.2 Optmyzr will notify the other party if it becomes aware of: (a) any unauthorized or unlawful processing of Customer’s Personal Data; or (b) any Security Breach. 10.3 Immediately following any unauthorized or unlawful Personal Data processing or Security Breach, the parties will co-ordinate with each other to investigate the matter. Optmyzr will reasonably co-operate with the Customer in the Customer’s handling of the matter, including: (a) assisting with any investigation; (b) providing Customer with physical access to any facilities and operations affected; and

(c) making available all relevant records, logs, files, data reporting, and other materials required to comply with all Privacy and Data Protection Requirements or as otherwise reasonably required by the Customer. 10.4 Optmyzr will not inform any third party of any Security Breach without first obtaining the Customer’s prior written consent, except when law or regulation requires it. 10.5 Optmyzr agrees that the Customer has the sole right to determine: (a) whether to provide notice of the Security Breach to any Data Subjects, regulators, law enforcement agencies, or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice; and (b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy. 10.6 Optmyzr will cover all reasonable expenses associated with the performance of the obligations under Clause 10.2 and Clause 10.3, unless the matter arose from the Customer’s specific instructions, negligence, willful default, or breach of this DPA, in which case the Customer will cover all reasonable expenses. 6.7 Optmyzr will also reimburse Customer for actual reasonable expenses Customer incurs when responding to and mitigating damages, to the extent that Optmyzr caused a Security Breach, including all costs of notice and any remedy as set out in Clause 10.5. 11 Cross-Border Transfers of Personal Data. 11.1 If any Personal Data transfer between Optmyzr and Customer involves a transfer from the EEA, Switzerland or the UK to the US or any third country that does not ensure an adequate level of protection under European Data Protection Law, and European Data Protection Law applies to those transfers the parties will complete all relevant Data Protection Requirements, and execute, the SCCs as referenced herein above, and take all other actions required to legitimize the transfer, including: (a) co-operating to register the SCCs with any Supervisory Authority in any European Economic Area country; and (b) ensuring compliance with all SSCs in respect of the those transfers; (c) procuring approval from any such Supervisory Authority; or (d) providing additional information about the transfer to such Supervisory Authority. 11.2 If Customer has entered into the Standard Contract Clauses but reasonably determines subsequently that they do not provide an adequate level of protection, then:

(a) if Alternative Transfer Solution is made available by Optmyzr, Customer may notify Optmyzr in accordance with Section 12 and terminate any SCCs applicable under Section 11.1, such that Section 11.2 will apply; or (b) if Optmyzr does not make an Alternative Transfer Solution available to Customer, then Customer may terminate the Agreement pursuant to Section 12.

11.3 Optmyzr will not transfer any Personal Information to another country unless the transfer complies with the Privacy and Data Protection Requirements and SCCs. 12 Term and Termination. 12.1 This DPA will remain in full force and effect so long as: (a) the Master Agreement remains in effect; or (b) Optmyzr retains any Personal Information related to the Master Agreement in its possession or control (the “Term”). 12.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Optmyzr Agreement in order to protect Personal Data will remain in full force and effect. 12.3 Optmyzr’s failure to comply with the terms of this DPA is a material breach of the Optmyzr Agreement. In such event, Customer may terminate any part of the Optmyzr Agreement authorizing the processing of Personal Information effective immediately upon written notice to Optmyzr without further liability or obligation. 12.4 If a change in any Privacy and Data Protection Requirement prevents either party from fulfilling all or part of its Agreement obligations, the parties will suspend the processing of Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Privacy and Data Protection Requirement within thirty (30) business days, they may terminate the Optmyzr Agreement upon written notice to the other party. 13 Data Return and Destruction. 13.1 The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Optmyzr will, and will cause any Sub-processors to, at the request of Customer, return all of Customer’s Personal Data and copies of such data to Customer in its possession or control in the format and on the media reasonably specified by the Customer or securely destroy such Personal Data and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Optmyzr from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Optmyzr agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws. 13.2 If any law, regulation, or government or regulatory body requires Optmyzr to retain any documents or materials that Optmyzr would otherwise be required to return or destroy, it will notify Customer in writing of that retention requirement, giving details of the documents or

materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. Optmyzr may only use this retained Personal Information for the required retention reason or audit purposes. 13.3 Optmyzr may continue to process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve Optmyzr’s systems and services. 14 Notice to Customer. Optmyzr will inform Customer if Optmyzr becomes aware of: (a) Any non-compliance by Optmyzr or its employees with Clauses 9-11, 13-16 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPA; (b) Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Optmyzr is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities; (c) Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or (d) Any complaint or request (in particular, requests for access to rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from Data Subjects of Customer. Optmyzr will not respond to any such request without Customer’s prior written authorization. 15 Records. 15.1 Optmyzr will keep accurate and up-to-date records regarding any processing of Personal Data it carries out for the Customer, including but not limited to, the access, control, and security of the Persona Data, approved Sub-processors and affiliates, the processing purposes, and any other records required by the applicable Privacy and Data Protection Requirements (the “Records”). 15.2 Optmyzr will ensure that the Records are sufficient to enable the Customer to verify Optmyzr’s compliance with its obligations under this DPA. 16 Audit, Certification. 16.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which Optmyzr processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Optmyzr will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all

reasonable costs and fees for any and all time Optmyzr expends for any such audit, in addition to the rates for services performed by Optmyzr. 16.2 Audits. Optmyzr will provide to Customer each year an opinion or Service Organization Control report provided by an accredited, third-party audit firm under the Statement on Standards for Attestation Engagements (SSAE) No. 18 (“SSAE 18”) (Reporting on Controls at a Service Organization) or the International Standard on Assurance Engagements (ISAE) 3402 (“ISAE 3402”) (Assurance Reports on Controls at a Service Organization) standards applicable to the services under the Optmyzr Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm Optmyzr’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and Optmyzr may audit Optmyzr’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to Optmyzr and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Optmyzr expends for any such audit, in addition to the rates for services performed by Optmyzr. Before the commencement of any such audit, Customer and Optmyzr shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify Optmyzr with information regarding any non- compliance discovered during the course of an audit. Customer may not audit Optmyzr more than once annually. 17 Warranties. 17.1 Optmyzr warrants and represents that: (a) its employees, Sub-processors, agents, and any other person or persons accessing Personal Data on its behalf are reliable and trustworthy and have received the required training on the Privacy and Data Protection Requirements relating to the Personal Data; an (b) it and anyone operating on its behalf will process the Personal Data in compliance with both the terms of this DPA and all applicable Privacy and Data Protection Requirements and other laws, enactments, regulations, orders, standards, and other similar instruments; and (c) it has no reason to believe that any Privacy and Data Protection Requirements prevent it from providing any of the Optmyzr Agreement’s contracted services; and (d) considering the current technology environment and implementation costs, it will take reasonable appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to: (i) the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction, or damage; and

(ii) the nature of the Personal Data protected; and (iii) comply with all applicable Privacy and Data Protection Requirement and its information and security policies, including the security measures required in Clause 10.1. 17.2 The Customer warrants and represents that Optmyzr’s expected use of the Personal Data for the Business Purpose and as specifically instructed by the Customer will comply with all Privacy and Data Protection Requirements. 18 Indemnification. 18.1 Optmyzr agrees to indemnify, keep indemnified, and defend at its own expense the Customer against all costs, claims, damages, or expenses incurred by the Customer or for which the Customer may become liable due to any failure by Optmyzr or its employees, Sub-processors, or agents to comply with any of its obligations under this DPA or applicable Privacy and Data Protection Requirements. 18.2 Any limitation of liability set forth in the Optmyzr Agreement will not apply to this DPA’s indemnity or reimbursement obligations. 19 Mediation and Jurisdiction. 19.1 Customer agrees that if the Data Subject invokes against it claims for compensation of damages under the Clauses, Optmyzr will accept the decision of the Data Subject: (i) to refer the dispute to mediation, by an independent person or, where applicable, by the Supervisory Authority; (ii) to refer the dispute to the courts in the Member State in which the Customer is established. 19.2 The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national and international law. 20 Governing Law, Jurisdiction, and Venue. The Clauses shall be governed by the law of the Member State in which Customer is established. 21. Variation of Contract.

The parties undertake not to vary or modify the Clauses. This does not prejudice the parties form adding clauses on business related issues where required as long as they do not contradict the Clause.

APPENDIX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS 1. Business Purposes. To facilitate Customer’s use of the Optmyzr Services. 2. Data Subjects. The Personal Data transferred concerns the following categories of Data Subjects: Depending on the services used by the Data Exporter: 3. - Google Ads, Bing Ads, Facebook Ads, Amazon Ads, sales and marketing leads of the Data Exporter; and - Third parties that have, or may have, a commercial relationship with the Data Exporter (e.g. advertisers, customers, corporate subscribers and contractors). Purposes of the Transfer. The transfer is made for the following purposes: The transfer is intended to enable the Data Exporter to determine the purposes and means of the processing of personal data obtained through Data Importer’s products to support the sales, marketing, or other business practices of the Data Exporter. 4. Categories of Data. The Personal Data transferred concerns the following categories of data: The data transferred is the Personal Data provided by the Data Exporter to the Data Importer in connection with its use of Optmyzr’s services, referred to as Customer Personal Data in the Agreement. Such Personal Data may include first name, last name, email address, contact information, CRM data concerning sales leads and customer lists, purchase history, prospective customers and clients, employees, and any notes provided by the Data Exporter regarding the foregoing. 5. Recipients. The Personal Data transferred may be disclosed only to the following recipients or categories of recipients: Employees and other representatives of the Data Importer who have a legitimate business purpose for the processing of such personal data. 6. Sensitive Data (if appropriate). The personal data transferred concern the following categories of sensitive data: None. 7. Data Protection Registration Information of Data Exporter (where applicable).

None. 8. Sub-processors. Data Exporter consents to sub-processing by the following subcontractors: 9. - Techvitt Consultants LLP - Optmyzr Tech APS - Techfruit Technologies Private Limited - Asesorias EAP SpA Additional Useful Information (storage limits and other relevant information). The personal data transferred between the parties may only be retained for the period of time permitted under the Optmyzr Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements. 10. Privacy Shield as a Basis for Receiving Personal Data with Cross-Border Restrictions Optmyzr does not rely on Privacy Shield as a legal basis to transfer Personal Data in light of the judgment of the Court of Justice of the European Union in Case C- 311/18, for so long as Optmyzr is self-certified to the Privacy Shield it shall continue to process European Data in compliance with the Privacy Shield Principles and notify Customer if it makes a determination that it can no longer meet its obligation to provide the level of protection as is required by the Privacy Shield Principles. Contact Information. Contact points for data protection enquiries: compliance@optmyzr.com Data Importer: Signatory to the DPA between the parties Data Exporter: Signatory to the DPA between the parties

APPENDIX B SECURITY MEASURES REQUIRED TECHNICAL AND ORGANIZATIONAL DATA SECURITY MEASURES, SUCH AS: ● PHYSICAL ACCESS CONTROLS ○ Access to the premises where Optmyzr employees work is secured by at least one of the following: electronic key cards, video cameras, guard or alarms ● SYSTEM ACCESS CONTROLS. ○ Strong passwords are required for employees to access Optmyzr’s business systems ○ Mobile devices used to access data are managed by Google’s device policy and can be remotely disabled in case of loss ● DATA ACCESS CONTROLS. ○ Private data is restricted to employees who are working with a customer. ○ Access to accounts is logged. ● INTERNAL PROTOCOL & EDUCATION ○ Annual data protection training for all employees and periodic review and update of data privacy processes to comply with the Data Protection Requirements. ● ADDITIONAL SAFEGUARDS ○ Data is encrypted in transit ○ Transmissions of private data are exclusively over HTTPS ○ Data in the cloud is inside VPC (virtual private cloud)

Optmyzr | Contact Us

Privacy Policy

If your organization signed a Service Agreement with Optmyzr, that Agreement may have modified the privacy policy below. Please contact your Optmyzr account rep for details.

Optmyzr Privacy Policy
Last Updated August 27, 2020

Thanks for using Optmyzr! We are committed to protecting your privacy and making you more efficient and successful at managing your online advertising. Our Privacy Policy below covers how we collect, use, disclose, transfer, and store your Personal Data when you use our websites, software, and services (collectively, “Services”. Please take a moment to familiarize yourself with our privacy practices and contact us if you have any questions.

What Personal Data We Collect and Why
“Personal Data
” is data that can be used to identify or contact a single person. You may be asked to provide your Personal Data anytime you are in contact with Optmyzr or an Optmyzr affiliate. Optmyzr and its affiliates may share this Personal Data with each other and use it solely in a manner consistent with this Privacy Policy. We may also combine your Personal Data with other information to provide and improve our products, services, content, and advertising. You are not required to provide the Personal Data that we have requested, but, if you chose not to do so, in many cases we will not be able to provide you with our products or services or respond to any queries you may have.

Here are some types of Personal Data we may collect and how we may use it:
Account information.
We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, upgrade to a paid plan, and set up two-factor authentication (like your name, email address, phone number, payment info, and physical address). Some of our Services let you access your accounts and your information via other service providers.

Your Content.
Our Services are designed to make it simple for you to store your online advertising data, goals, targets, contacts, etc. (“Your Content), collaborate with others, and work across multiple devices. To make that possible, we store, process, and transmit Your Content as well as information related to it. This related information includes your profile information that makes it easier to collaborate and share Your Content with others, as well as things like the performance of ads, schedules for automations, recipients of reports, and usage activity. Our Services provide you with different options for sharing Your Content .

Contacts.
You may choose to give us details about your contacts to make it easy for you to do things like share and collaborate Your Content , send messages, and invite others to use the Services. If you do, we’ll store those contacts on our servers for you to use.

Bases for processing your Personal Data.
We collect and use the Personal Data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use Personal Data for our legitimate business needs, such as sending you important notices about your account and facilitating your requests. To the extent we process your Personal Data for other purposes, we expressly ask for your consent in advance or require that our partners obtain such consent. For more information on the lawful bases for processing your data, please see our FAQ.

**Collection of Non-Personal Data
**We also collect data in a form that does not, on its own, permit direct association with any specific individual. We may collect, use, transfer, and disclose non-personal information for any purpose. The following are some examples of non-personal information that we collect and how we may use it:

Usage information.
We collect information related to how you use the Services, often including actions you take in your account (like viewing insights, running optimizations, scheduling automations, etc.). We use this information to improve our Services, develop new services and features, and protect Optmyzr users.

Device information.
We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services.

**Cookies and Other Technologies
**Cookies and other technologies.
We use technologies like cookies and pixel tags to provide, improve, protect, and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. We treat information collected by cookies and other technologies as non-personal information. However, to the extent that IP addresses or similar identifiers are considered Personal Data by local law, we also treat these identifiers as Personal Data. Similarly, to the extent that non-personal information is combined with Personal Data, we treat the combined information as Personal Data for the purposes of this Privacy Policy. You can set your browser to not accept cookies, but this may limit your ability to use the Services. If our systems receive a DNT:1 signal from your browser, we’ll respond to that signal as outlined here.

Please note that certain features of our Services may not be available once cookies are disabled. We gather some information automatically and store it in log files. This information includes IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data. We use this information to understand and analyze trends, to administer the site, to learn about user behavior on the site, to improve our product and services, and to gather demographic information about our user base as a whole.

Optmyzr may use this information in our marketing and advertising services. In some of our email messages, we may use a “click-through URL” linked to content on our Services. When users click one of these URLs, they pass through a separate web server before arriving at the destination page on our Services. We track this click-through data to help us determine the effectiveness of our customer communications. If you prefer not to be tracked in this way, you should not click text or graphic links in the email messages.

Pixel tags enable us to send email messages in a format customers can read, and they tell us whether mail has been opened. We may use this information to reduce or eliminate messages sent to customers.

We sometimes contact people who do not have an Optmyzr account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by Optmyzr, you can unsubscribe and remove yourself from our contact list via the message itself.

Marketing.
We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email, or update your preferences in the Preferences section of your personal account.

**Who We Share Your Information With
**At times Optmyzr may make certain Personal Data available to the limited extent discussed below. Personal Data will only be shared by Optmyzr at your request or to provide or improve our products, services and advertising; it will not be shared with third parties for their marketing purposes.

Others working for and with Optmyzr.
Optmyzr uses certain trusted third parties (for example, providers of customer support, payment processing, and IT services) to help us provide, improve, protect, and promote our Services. These third parties will access your information only to perform tasks on our behalf in compliance with this Privacy Policy, and we’ll remain responsible for their handling of your information per our instructions. For a list of trusted third parties that we use to process your Personal Data, please see our FAQ.

Other users.
Our Services display information like your name, profile picture, device, and email address to other users in places like your user profile and sharing notifications. You can also share Your Stuff with other users if you choose. When you register your Optmyzr account with an email address on a domain owned by your employer or organization, we may help collaborators and administrators find you and your team by making some of your basic information—like your name, team name, profile picture, and email address—visible to other users on the same domain. This helps you sync up with others on your team and helps other users collaborate with you.

Certain features let you make additional information available to others. Please be aware that when you share your Personal Content with others through our Services that information has become public information. Optmyzr has no control over how your Personal Data will be used or disseminated by those with whom you share your Personal Content. To the extent you share Personal Content in any publicly viewed area of our Services such Personal Content may be widely disseminated, including via search engines and other tools to locate information online (e.g., internet archive).

Other applications.
You can also give third-party providers access to your information and account—for example, via Optmyzr APIs. Just remember that their use of your information will be governed by their privacy policies and terms.

Disclosure of your Personal Data.
Whether by law, administrative process, litigation, and/or requests from public or governmental authorities within or outside your country of residence, it may become necessary for Optmyzr to disclose your Personal Data. We may also disclose information about you if we determine that for purposes of national security, law enforcement, or other issues of public importance, disclosure is necessary or appropriate.

We may also disclose information about you if we determine that disclosure is reasonably necessary to enforce our terms of service or protect our operations or users. Additionally, in the event of a reorganization, merger, or sale we may transfer any and all Personal Data we collect to the relevant third party.

**Protection of Personal Data
**Security.
Optmyzr takes the security of your Personal Data seriously. We protect your Personal Data by using a two-factor authentication system and use encryption to protect your Personal Data during transit and while files are at rest. We further continue to work on features to keep your information safe in additional to alerts when new devices and apps are linked to your account. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users.

User Controls.
You can access information by logging into your Optmyzr account and going to your account settings page. You can select what emails you receive from Optmyzr.

Retention.
We make it easy for you to keep your Personal Data accurate, complete, and up to date. We retain your Personal Data for the period necessary to fulfill the purposes outlined in this Privacy Policy and our service specific privacy summaries. When assessing these periods we carefully examine our need to collect Personal Data at all and if we establish a relevant need we only retain it for the shortest possible period to realize the purpose of collection unless a longer retention period is required by law. If you delete your account, all information on your account may be deleted after 30 days, subject to exceptions below. You can also request us to delete your information by sending us a request through the official support channels. Should you decide to subsequently reactivate your account, please note that after 30 days your information may be unrecoverable from our servers and backup storage.

We may retain your information after a deletion request under the following circumstances: (1) there might be some latency in deleting this information from our servers and backup storage; and (2) if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

Where
Around the world.
To provide you with the Services, we may store, process, and transmit information in the United States and locations around the world—including those outside your country. Information may also be stored locally on the devices you use to access the Services.
If you are a resident of the European Union (“EU”), you may have additional rights under the EU General Data Protection Regulation (the “GDPR”) with respect to your Personal Data or the Data Protection Act of 2018 if a resident of the United Kingdom (“UK”), as outlined in this Privacy Policy. For the purposes of this Privacy Policy, references to the EU also include the European Economic Area countries Iceland, Liechtenstein, and Norway.
When transferring data from the EU, the UK, and/or Switzerland, Optmyzr relies upon a variety of legal mechanisms to protect the integrity and security of your information when transferring it the U.S., including requiring our data service providers to agree to Standard Contractual Clauses approved by the European Commission.
You have the ability to access, modify, download or delete your personal data through the website. You may also email us at privacy@optmyzr.com.
If you consider that our processing of your Personal Data infringes applicable data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. You may do so in the EU member state or UK where you reside, where your place of work is located, or the place of the alleged infringement.

Cross-Border Information Transfers
You should note that our servers are located in the United States, which is deemed by the EU to have inadequate data protection. Accordingly, when you provide information to us through the Services, you are providing that information to us in the United States. You should also note that, if you are in a country outside the United States (including but not limited to in the EU or UK), your Personal Data may be transferred to and/or collected, stored, processed, and/or used outside of your country, including in the United States. When you sign up to use our Services we will request your consent to transfer to and/or store, process, distribute and use your Personal Data in the United States. When we transfer your information outside of the EU or UK in this way, we will take steps to ensure that appropriate security measures are taken with the aim of ensuring that your privacy rights continue to be protected as outlined in this policy.

**Changes to Our Privacy Policy
**If we are involved in a reorganization, merger, acquisition, or sale of our assets, your information may be transferred as part of that deal. We will notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event. We may revise this Privacy Policy from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you by sending an email to the address you provided; therefore, it is important to keep your account information up to date.

**Third Party Services
**Our Services may contain links to third-party websites, products, and services. Information collected by third parties, which may include such things as location data or contact details. Your browsing and interaction on any third-party website, including those that have a link on our website, are subject to that third party’s own rules and policies. We recommend that you consult the privacy statements of all third-party websites you visit by clicking on the “Privacy Policy” link typically located at the bottom of the webpage you are visiting.

**Your Right to Control and Access Your Information
**Under the GDPR and Data Protection Act 2018, you have control over your Personal Data and how it is collected, used, and shared. For example, you have a right to:

Erase or delete all or some of Your Content in your Optmyzr account.
You can learn more about how to remove your ads accounts from Optmyzr here.

Change or correct Personal Data.
You can manage your account and the content contained in it, as well as edit some of your Personal Data, through your profile page.

Restrict use. You can restrict our use of your data, however, restricting our use may prevent your access to features of our Service that require us to make use of your Personal Data as described in this Privacy Policy.

Transfer.
To the extent your Personal Content is processed by automated means, you may request your Personal Content be provided to you in a format, if technically feasible, that can be transferred to another provider.

Information.
You may request more information about how we process your information and obtain disclosure regarding certain aspects of the processing.
Access. You may access your data that we process at any time.
Withdraw consent. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you.
Object to automated processing. When we rely on automated processing or profiling of your Personal Data you have the right to object to such use.
Object to use of your data. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you. You further have the right to object to how we use your Personal Data, for example, using your data for direct marketing purposes. If you do this we will stop using it for those purposes.
Objection based on legitimate interest. If you disagree with us relying on the legitimate interest grounds for using your Personal Data (see section 2 above), you can object to us doing so. We will then reassess the extent to which we can continue to use the data in light of your particular circumstances.
For more information on your right to control and access your Personal Data, please see our FAQ.

**Children
**We understand the importance of taking extra precautions to protect the privacy and safety of children. We do not permit any person under the age of 18 to access or use our Services or provide information about any person under the age of 13. If we learn that we have collected the Personal Data of a child under 13, or equivalent minimum age depending on jurisdiction, we will take steps to delete the information as soon as possible.

**Canadian Disclosures
**We comply with the requirements of the Personal Data Protection and Electronic Document Act (“PIPEDA”) to ensure your privacy is protected if you are a resident of Canada. Access.You may request, in writing, access to your data, including how we use your data, who we share your data with, and that we provide you a copy of your data in an accessible format. We may not be required or permitted to provide you the data requested if it would breach attorney-client privilege; reveal confidential commercial information; threaten life or security; if data was collected in the context of an investigation of a contract breach or contravention of the laws of Canada or a province; generated as part of a dispute resolution process; or created for the purposes of the Public Servants Disclosure Protection act (“whistleblowing law”).
Withdraw consent. You may withdraw your consent for use of your data at any time; however, withdrawal of consent may affect the functionality and features of the Services provided to you. In some cases you may not be able to withdraw consent if required by law or a contractual obligation. In such cases we will inform you if your consent cannot be withdrawn.
_Right to correct or delete information._You can manage your account and the content contained in it, as well as edit some of your Personal Data, through your profile page.
Compliance. To make requests about your Personal Data that we maintain or to ask questions about our compliance with PIPEDA, you may email our compliance officer at pipeda@optmyzr.com.

**Privacy Questions
**When a privacy question or question about Personal Data received in response to your use of our Services is received we have a dedicated team to address the specific concern. Please contact us at privacy@optmyzr.com with your questions or concerns. Where your issue may be more substantive in nature, more information may be sought from you. All such substantive contacts receive a response. If you are unsatisfied with the reply received, you may refer your complaint to the relevant regulator in your jurisdiction. If you ask us, we will endeavor to provide you with information about relevant complaint avenues which may be applicable to your circumstances.

Terms Of Use

Last Updated August 27, 2020

BY CLICKING THE “Start Free Trial” OR “Sign Up” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF OPTMYZR INC.’S (“OPTMYZR,” “OUR,” OR “WE”) ONLINE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OF SOFTWARE COMPONENTS ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, THE “SERVICE”). YOU WARRANT AND REPRESENT THAT YOU ARE AT LEAST (18) YEARS OF AGE OR OLDER OR YOU MUST IMMEDIATELY STOP USE OF THIS SITE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND UNCONDITIONALLY AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE TERMS OF THIS AGREEMENT WILL APPLY EACH TIME YOU ACCESS OUR SERVICE. 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

Welcome
Subject to the terms of this Agreement, Optmyzr will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service will be deemed to be your agreement to abide by this Agreement including any materials available on the Optmyzr website incorporated by reference herein, including but not limited to Optmyzr’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. Optmyzr offers multiple products and editions of its products. This Agreement governs all products and services offered by Optmyzr.

1. Privacy & Security; Disclosure
Optmyzr’s privacy and security policies may be viewed online on the Optmyzr website at http://www.optmyzr.com/info/privacy_policy. For Users residing in a European Union member state or Switzerland you may have additional rights under the EU General Data Protection Regulation (the “GDPR”), or under the Data Protection Act of 2018 if residing in the United Kingdom. We comply with all requirements for data processors and collectors as these terms are defined in the General Data Protection Regulation and require our data service providers to agree to Standard Contractual Clauses approved by the European Commission. For a full list of your rights regarding our use and process of your Personal Data please review our Privacy Policy via the link included in this section.

Optmyzr reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. You consent to receive communications from us electronically. Non-Optmyzr customers who receive communications may ‘opt out’ of receiving future marketing and other communications from Optmyzr at unsubscribe@optmyzr.com. Optmyzr customers will always receive account related emails. When we modify our privacy and security policies you may be notified of the changes by email and will be required to confirm your consent the next time you access the Optmyzr websites (the “Site”) after any changes. If you do not consent to any change in our privacy and security policies as regards the collection and processing of your Personal Data and the change is required to provide you the requested Services or for a legal reason, you agree that your refusal to consent may impair your use our Services or require you to discontinue use of our Services. Optmyzr reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials. You may opt out of such disclosure at any time.

2. Contributor Disclosure
Optmyzr sponsor content may include blog(s), blog posts, notices, advertisements, sidebars, takeaways, embedded videos. (collectively “Contributor Content”) that are written or created by one or more contributors. (“Contributors”). Contributors receive cash compensation and/or other compensation for posting, uploading Contributor Content to the Service. The compensation received may influence Contributor Content uploaded, transmitted, and/or posted to the Service. The views and opinions expressed by any Contributor in Contributor Content on our Service is purely the Contributor’s own.

3. License Grant & Restrictions
Optmyzr hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. In the event that your subscription provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by Optmyzr and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Optmyzr Technology or the Optmyzr Content in any way; (ii) modify or make derivative works based upon the Service, Optmyzr Technology or the Optmyzr Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Subscription allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Subscription are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. You agree to immediately change your password and notify Optmyzr of any suspected or unauthorized access associated with your use of the Service or any other breach of security. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Optmyzr’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Optmyzr’s infrastructure. Optmyzr shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances. Optmyzr reserves the right, in our sole discretion, to deny registration of a user account, prohibit or deny you access to the Site (or any part thereof), with or without prior notice.

4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Optmyzr immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Optmyzr immediately and use best efforts to stop immediately any copying or distribution of Optmyzr Content or Contributor Content that is known or suspected by you or your Users; (iii) not impersonate another Optmyzr user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (vi) not collect, store or transmit Personal Data about individuals or any information that is subject to applicable privacy laws or regulations. You are solely responsible for all text, logos and images (“Customer Content”), all advertisements and any website reachable from the advertisements generated using the Service. You hereby represent, warrant and covenant to Optmyzr and its third party suppliers that (i) any Customer Content you provide is and shall be accurate, complete and current, (ii) you have all necessary rights and are fully authorized to publish the Customer Content and create or have created advertisements, and (iii) all Customer Content complies with the requirements set forth by Google and Microsoft on their respective websites with respect to the Google AdWords and Microsoft adCenter programs, as the case may be, including the trademark policies, policies regarding minors, editorial guidelines and creative limitations posted therein. You hereby authorize Optmyzr to allow such Customer Content and advertisements to be published throughout the network of advertising channels operated by Microsoft and Google, and their network of participating websites and other distribution outlets. You further represent, warrant and covenant to Optmyzr and its suppliers that (a) at all times you shall comply with all applicable law; (b) you will not generate, or encourage others to generate, automated or fraudulent impressions or clicks of advertisements on any Google or Microsoft advertising network; (c) you are responsible for obtaining and maintaining accounts for use of the Google AdWords program and Microsoft adCenter program; (d) your use of the Google AdWords program or Microsoft adCenter program is not for personal, family or household purposes; (e) your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed; (f) you will not misrepresent yourself, your age, or your affiliation with any person or entity, impersonate any person or entity, makes false or misleading statements; and (g) forge headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted to or through the Services (either directly or indirectly through use of third party software).Further, you acknowledge and agree that Microsoft and/or Google may, in its sole discretion, (i) edit your Customer Content for size and fit purposes, (ii) label any advertisement as a “sponsored site,” “advertisement” or similar designation for clarification purposes, (iii) create advertisements based upon the Customer Content and other specifications provided by Optmyzr through the applicable API, and (iv) create, delete, modify and optimize your account. Optmyzr does not own any Customer Content or advertisements provided by you hereunder, provided that you hereby grant Optmyzr a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content and advertisements for the sole purpose of providing you with the Service. You are solely responsible for all URLs required or used by you in connection with the Service. Any URL that includes or incorporates any variation of the name Optmyzr (a “Optmyzr URL”) shall (i) be owned by Optmyzr, (ii) require the consent of Optmyzr prior to your use, and (iii) only be used by you during the Term of this Agreement. Any URL used by you in connection with the Service that does not include or incorporate the name Optmyzr shall be owned by you. For the avoidance of doubt, you are solely responsible for all Customer Content provided or published by you in connection with the Service under any URL (including any Optmyzr URL).

5. Account Information and Data
Optmyzr does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant Optmyzr a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that Optmyzr reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You, not Optmyzr, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and Optmyzr shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Optmyzr’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.

6. Intellectual Property Ownership
Optmyzr alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Optmyzr Technology, the Optmyzr Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Optmyzr. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Optmyzr Technology or the Intellectual Property Rights owned by Optmyzr, Inc. The Optmyzr name, the Optmyzr logo, domain name, and the product and service names associated with the Service and Optmyzr Content are trademarks of Optmyzr or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to Optmyzr and/or its licensors under applicable copyright law.

7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Optmyzr and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. Optmyzr does not endorse any sites on the Internet that are linked through the Service. Optmyzr provides these links to you only as a matter of convenience, and in no event shall Optmyzr or its licensors be responsible for any content, products, or other materials on or available from such sites. Optmyzr provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the Google AdWords or Microsoft adCenter programs depend on the continuing availability of the Google AdWords or Microsoft adCenter, as the case may be, application programming interface (“API”) and program for use with the Services. If Google Inc. or its affiliates (“Google”) or Microsoft, Inc. or its affiliates (“Microsoft”) ceases to make the Google AdWords API or program, or Microsoft adCenter API or program, as the case may be, available on reasonable terms for the Services, Optmyzr may cease providing such Service features and you shall have no payment obligations with respect to such Service features for periods following such cessation.

8. Subscriptions and Payment
Some portions of our Service are billed on a subscription basis (“Subscription”) You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or semi-annual (every six months) basis, depending on the type of subscription plan you select when purchasing a Subscription. You shall pay all fees or charges to your account in accordance with the Subscription and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen Subscription at the fee currently in effect. All payments must be made in advance and amounts owed are payable via automated recurring credit card payment or electronic invoices. You must provide Optmyzr with a valid credit card as a condition to signing up for the Service. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. An authorized License Administrator may adjust the Service edition by executing an additional written Order Confirmation or using the web-based customer administration system within the Optmyzr product if it applies. Changes to the Service edition will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Service edition will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee; (iii) any fee increase that results from changes made in the middle of a billing month will be charged in full on a pro-rated basis for the portion of the billing month following such change; and (iv) any fee reduction that results from changes made in the middle of a billing month will be pro-rated. Optmyzr reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Optmyzr, and you agree not to disclose them to any third party.

9. Billing and Renewal
Optmyzr charges and collects in advance for use of the Service. Optmyzr will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. The renewal charge will be equal to the Subscription in effect during the prior term, unless Optmyzr has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Optmyzr’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Optmyzr’s income. Users in jurisdictions that collect value-add tax (“VAT”) must register as a business to use this Service. By registering in a jurisdiction that requires the collection of VAT, you warrant and represent that you are a business. Upon registration of your account you must provide Optmyzr your VAT registration number, and the name and principal address of your business so that we may comply with all VAT invoicing regulations. If you do not provide a valid VAT registration number or otherwise meet the requirements of this provision, Optmyzr reserves the right to terminate your account. When asked, you agree to provide Optmyzr with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Optmyzr reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to Optmyzr will be in US Dollars. If you believe your invoice is incorrect, you must contact Optmyzr in writing within forty-five (45) days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit, otherwise any inaccuracy will be deemed waived.

10. Non-Payment and Suspension
In addition to any other rights granted to Optmyzr herein, Optmyzr reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes more than days delinquent (falls into arrears). You agree and acknowledge that Optmyzr has no obligation to retain Customer Data or Customer Content and that such Customer Data and Customer Content may be irretrievably deleted if your account is thirty (30) days or more delinquent.

11. Term
This Agreement commences on the Start Date which is the day you sign up on Optmyzr. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at Optmyzr’s then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed upon. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data and Customer Content from the Optmyzr platform prior to the effective date of such expiration or termination. You agree and acknowledge that Optmyzr has no obligation to retain the Customer Data or Customer Content, and may delete such Customer Data and Customer Content 30 days after expiration or termination. Upon any expiration or termination of this Agreement, your rights to use any Optmyzr URLs shall immediately terminate. The following sections shall survive any expiration or termination of this Agreement: 1, 3, 4, 5, 6, 8, 10, 13, 15-29.

12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Optmyzr Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, Optmyzr, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

13. Copyright Policy
Optmyzr takes the intellectual property rights of others seriously and expects you to do the same on our Website. We will respond to notices of copyright infringement that comply with the requirements of the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512), or applicable law if contended infringement occurs outside the United States. If you believe in good faith that User Content available through our Services infringes one or more of your copyrights, you may provide us written notice (“Take Down Notice”) and include the following information: A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed (including a hyperlink to said work(s), if available), or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that website; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material (including a hyperlink to said work(s)); Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, his/her/its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Optmyzr a counter-notice.

Any Take-Down Notice or counter-notice must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/title17/92appb.html for details. Any Take-Down Notice or counter-notice must be sent to: Attn: Frederick Vallaeys, Optmyzr Inc., 551 Pilgrim Drive, Suite B, Foster City, California, 94404; or by email at dmca@optmyzr.com Consult your legal advisor before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Optmyzr represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Optmyzr help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify Optmyzr, Optmyzr will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for Optmyzr’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Mutual Indemnification
You shall indemnify and hold Optmyzr, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data or the Customer Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, provided in any such case that Optmyzr (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Optmyzr of all liability and such settlement does not affect Optmyzr’s business or Service); (c) provides to you all reasonably available information and assistance; and (d) has not compromised or settled such claim. Optmyzr shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly and knowingly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (a) promptly give written notice of the claim to Optmyzr; (b) give Optmyzr sole control of the defense and settlement of the claim (provided that Optmyzr may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Optmyzr all reasonably available information and assistance; and (d) have not compromised or settled such claim. Optmyzr shall have no indemnification obligation, and you shall indemnify Optmyzr pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, services, hardware or business process(es). If as a result of any infringement by the Service (other than as described in the preceding sentence) your use of the Service is enjoined by a court of law, Optmyzr will either modify the Service to make it non-infringing, acquire a license for you to continue using the Service, or if neither option is possible, refund to you the applicable fees paid by you in advance.

16. Disclaimer of Warranties
OPTMYZR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. OPTMYZR AND ITS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRIBUTOR(S), LICENSORS, LICENSEES, SERVICE PROVIDERS, AND OTHER AFFILIATES (COLLECTIVELY “ASSOCIATED PARTIES”) DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY OPTMYZR AND ASSOCIATED PARTIES.
NO OPINION, ADVICE, OR STATEMENT OF OPTMYZR OR ANY ASSOCIATED PARTY, WHETHER MADE ON THE SERVICE, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED HEREIN. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON OPTMYZR SERVICE.

17. Limitation of Liability
IN NO EVENT SHALL OPTMYZR’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE CURRENT SUBSCRIPTION RENEWAL PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, THE OPTMYZR TECHNOLOGY OR CONTENT, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OPTMYZR’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE OPTMYZR SERVICE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE OPTMYZR TECHNOLOGY OR SERVICE, OR OTHER WEBSITE CONTENT OWNED OR CONTROLLED BY OPTMYZR AND ASSOCIATED PARTIES.
BY ACCESSING THE OPTMYZR WEBSITE YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF CALIFORNIA CODE § 1542, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
The Service provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Optmyzr and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Optmyzr Content or Customer Content contrary to United States or other applicable law is prohibited. None of the Optmyzr Content or Customer Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government and other applicable governmental bodies for such purposes.

20. Communications, Notices, and Newsletters
You may opt in to receive our monthly newsletter, as well as invitations to our educational webinars and promotions for our products (collectively “Communications”). As we appreciate your time is valuable you will usually only receive up to 5 emails per month and these Communications will be solely for products and services offered by Optmyzr. You may ‘opt out’ of receiving future marketing and other communications from Optmyzr at unsubscribe@optmyzr.com at any time. Optmyzr customers will always receive account related emails, such as administrative notices and service announcements or changes regarding policies governing use of our Services.

21. Interruption of Service.
We reserve the right to update, modify, suspend, discontinue or close, temporarily or permanently, the Service (or any part thereof) at any time with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Service, we reserve the right at any time, in our sole discretion, to block users from certain IP addresses from accessing the Service.Transactions conducted through the Internet may be subject to interruption, blackout, delay or error. Optmyzr shall not be responsible in any way for loss of accuracy or timeliness of any message sent or transaction conducted through this Service arising from or in relation to any malfunctions in communication facilities that are out of the control of Optmyzr.

22. Notice
Optmyzr may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Optmyzr’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Optmyzr’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Optmyzr (such notice shall be deemed given when received by Optmyzr) at any time by any of the following: letter to Optmyzr delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Optmyzr, in either case, addressed to the attention of: COO, Optmyzr.

23. Modification to Terms
Optmyzr reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

24. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Optmyzr but may be assigned without your consent by Optmyzr to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Optmyzr directly or indirectly owning or controlling 50% or more of you shall entitle Optmyzr to terminate this Agreement for cause immediately upon written notice.

25. Free Trials
In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by Optmyzr, indemnification by Optmyzr, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Optmyzr may terminate a free trial at any time and for any reason.

26. Governing Law and Jurisdiction.
All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of the United States located in the Northern District of California or the courts of the State of California located in Santa Clara County, California although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country if you reside outside the United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, including all forum non conveniens defenses.

27. Arbitration.

Disputes in the United States and Non-European Member States
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential, binding arbitration in Santa Clara County, California, before one (1) arbitrator. The arbitration shall be initiated and conducted according to JAMS Arbitration Rules and Procedures, and where consistent, California law, without regard to or application of conflict of law principles of your state or country of residence, at the San Jose, California office of JAMS including the Optional Appeals Procedure. If you reside out the state of California or the United State you understand and agree to submit to the jurisdiction and venue of Santa Clara County, California and hereby waive all forum non conveniens defenses.
The arbitrator shall be a disinterested attorney or retired judge experienced in e-commerce and/or intellectual property matters. Such arbitration shall include discovery proceedings as provided under Section 1283.05 of the California Code of Civil Procedure. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English at the expense of the party presenting the witness. Judgment on any award may be entered in any court of competent jurisdiction. The Parties hereto consent to the jurisdiction of the Superior Court of the State of California, and the United States Northern Judicial District of California, for purposes of enforcing this arbitration agreement and proceedings and entry of judgment on any award and further consent that any process or notice of motion or other application to the Court or the judge thereof may be served by certified or registered mail, return receipt requested. The prevailing party shall be awarded costs and reasonable attorneys’ fees associated with the arbitration.
You understand that by using the Website you GIVE UP YOUR RIGHT TO GO TO COURT, to assert or defend any claims between you and Optmyzr (except for matters brought in small claims court) BEFORE A JUDGE OR JURY. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction over the parties. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
Attorney Fees: In any arbitration or court action between the parties to enforce this Agreement or the rights of the parties hereunder, the prevailing party in such action (as determined by the arbitral panel or court) will be entitled to receive a reasonable sum for its attorney’s fees and all other reasonable costs and expenses incurred in such action or suit.
Small Claims Action: If your claim meets the requirements to file a small claims action, you agree to the sole jurisdiction and venue of any small claims court located in Santa Clara County, California. To the extent state law applies, California law shall govern without regard to or application of the conflict of law provisions of your state or country of residence.
No Class Action: You agree to give up your right to participate in a class action or class proceeding, including class arbitration, limited attorney general action, or other representative action or proceeding.

Disputes in European Member States and Switzerland.
This Agreement is governed by and construed in accordance with the laws of the State of California, USA, and the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Optmyzr both agrees to submit to the non-exclusive jurisdiction of the courts of the federal and state courts located in Santa Clara County,in the State of California, USA, which means that you may bring a claim to enforce your consumer protection rights in connection with this Agreement in California or in the EU country in which you live or Switzerland. If you are a resident of any European Union country or Norway, Iceland and Liechtenstein, the European Commission provides for an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr. If you would like to bring a matter to our attention, please contact us at info@Optmyzr.com.

28. Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

29. Feedback and Suggestions
If you submit feedback, comments, ideas or suggestions (collectively “Suggestions”) about the Service, you acknowledge that such Suggestions are unsolicited and that we may, but have no obligation, to use your Suggestions. You further agree and acknowledge that any use of your Suggestions by us, for any purpose, will be without any liability to us, or payment of any kind to you.

30. Notice of California Users
Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at(800) 952-5210.

31. General
No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Optmyzr as a result of this Agreement or use of the Service. The failure of Optmyzr to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Optmyzr in writing. This Agreement, together with any applicable Subscription Conditions and Privacy Policy, comprises the entire agreement between you and Optmyzr and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event that any of your Users are contractors to your organization, you agree that such contractors shall be required by written agreement to comply with all applicable restrictions set forth in this Agreement, and you shall be fully liable for and indemnify Optmyzr with respect to any failure of any contractor to so comply.

32. Definitions
As used in this Agreement now or hereafter associated herewith: “Agreement” means this Terms of Use and all modifications thereto; “Billing Cycle” means the recurring and periodic basis during which bills are prepared for services, set either on a monthly or semi-annual basis in advance of services being performed; “Contributor” means any person that receives a form of cash or other compensation for posting, uploading Contributor Content to the Service; “Contributor Content” means blog(s), blog posts, notices, advertisements, sidebars, takeaways, embedded videos uploaded, posted or otherwise transmitted by Contributor; “Customer Content” means all text, logos and images uploaded, posted or otherwise transmitted by the Customer;“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses and subscriptions online through the Site and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Subscription(s); “Optmyzr” means Optmyzr, Inc., a Delaware corporation, having its principal place of business at 551 Pilgrim Drive, Suite B, Foster City, CA 94404, USA; “Optmyzr Content” means any thought leadership published or otherwise made available by Optmyzr, including without limitation white papers, blog content, newsletters and any other publications; “Optmyzr Technology” means all of Optmyzr’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Optmyzr in providing the Service; “Opt out” means to unsubscribe and no longer receive product or service information; “Personal Data” has the meaning provided in the Optmyzr Privacy Policy; “Renewal Term” means subsequent terms after expiration of the Initial Term; “Service(s)” means the specific edition of Optmyzr’s online search engine marketing services, developed, operated, and maintained by Optmyzr, accessible via the website optmyzr.com and other related websites (the “Site”(s)) or another designated web site or IP address, and any ancillary online or offline products and services provided to you by Optmyzr, to which you are being granted access under this Agreement, including without limitation the Optmyzr Technology, the Optmyzr Content and any support services agreed to by Optmyzr; “Start Date” means the date you sign up on Optmyzr; “Subscription(s)” means signing up for the Service online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for, the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties, each such Subscription to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Subscription, the terms of this Agreement shall prevail); “Suggestions” means comments, ideas or feedback; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Optmyzr at your request); and “You” or “Your” means the person, company or other legal entity that has agreed to and is bound by the terms of this Agreement.

33. Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Optmyzr.com.