PERSONYZE® Terms and conditions

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING
AN ORDER FORM, A QUOTE, A PURCHASE ORDER OR SIMILAR ORDER DOCUMENT THAT REFERENCES
THIS AGREEMENT, OR BY USING THE SERVICE, YOU AGREE TO THIS AGREEMENT AND ALL OF ITS TERMS
AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY YOU REPRESENT, YOU DECLARE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY
AND ITS AFFILIATES TO THIS AGREEMENT. IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER
TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE
WITH THIS AGREEMENT, YOU CANNOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
YOU MAY NOT USE OR ACCESS THE SERVICE IF YOU ARE OUR DIRECT COMPETITOR, OR ON BEHALF OF A
DIRECT COMPETITOR OR IF YOU REPRESENT A DIRECT COMPETITOR, OR ACCESSING OR USING THE
SERVICE FOR THE BENEFIT OF ONE OF OUR DIRECT COMPETITORS. IN ADDITION, YOU MAY NOT ACCESS
OR USE THE SERVICE FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR
FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1. MEMBER ACCOUNT, PASSWORD, AND SECURITY
To register for the Service, you will be required to register and create an online account which will be
used to manage your use of the Service hereunder (“Account”). All information required during the
Account set-up process must be provided, and be complete and accurate in all respects. You must keep
your Account and password confidential. You are solely responsible for any and all activity initialised
through your Account. You agree to immediately notify PERSONYZE of any unauthorised use of your
Account. From time to time, PERSONYZE’s personnel will log in to the Service under your Account and
access and use Client Data (defined below) and other information in your Account in order to provide,
maintain, support or improve Service.

2. SUBSCRIPTION SERVICE
Subject to the terms and conditions of this Agreement and during the Term (as defined in Section 16
below), PERSONYZE shall make the Service available to you via the Service login page. As used herein,
“Service” shall mean all PERSONYZE online Web-based software as a service specified on the
PERSONYZE generated order documentation (“Quote”) provided to you, or your purchase order
documentation, and includes any additional capacities, features or functionalities subsequently
purchased by you that augment or enhance the Service (“Product Add-Ons”). Service will commence on
the date that PERSONYZE electronically confirms your order of the Service pursuant to this Agreement
and the applicable Quote or similar order document (“Delivery Date”). Additional limitations applicable
to the specific Service you purchased are further described in the Service Schedule included at the end
of this Agreement. In connection with your use of the Service, PERSONYZE hereby grants a non-
exclusive, limited license during the Term of this Agreement to (i) place the PERSONYZE tracking code
on Client Websites (defined below) for the sole purpose of collecting data for the Service, and to (ii) use
the Documentation and make reasonable number of copies of the Documentation. Upon the expiration
or early termination of this Agreement, the license granted to you to place such tracking code and use
such Documentation automatically terminates. “Client Websites” means those websites, applications or
devices owned or controlled by you for which you wish to use the PERSONYZE tracking code or any
other identifier to collect data for the Service. “Documentation” means the user documentation
published by PERSONYZE and made available to you in connection with the Service. PERSONYZE may
make improvements and/or changes in the Service, including the tracking code and the Documentation,
from time to time in its sole discretion.

3. RESTRICTIONS
You or any of your employees, officers, directors or authorised contractors, (each a “User”) shall not (i)
use the Service or any portion thereof to provide services to any third party or for the benefit of any
third party (whether by means of a service bureau, by “mirroring” or “framing” any part of the Service,
or otherwise), or make the Service available to anyone other than Users; (ii) copy, modify, create a
derivative work of or gain unauthorised access to the Service, including, without limitation, for the
purpose of developing a similar or competitive product or service; (iii) remove, obscure or alter any
proprietary notices or labels on the Service or any component thereof, or any Documentation; (iv)
interfere with or disrupt the integrity or performance of the Service or third-party data contained
therein; (v) disclose the results of any performance, functional or other evaluation or benchmarking of
the Service, provided, however, you may distribute the Reports and Client Data; (vi) use the Service to
upload, store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious
code, files, scripts, agents or programs; (vii) use the Service to collect, upload, store or transmit
infringing, libellous or otherwise unlawful or tortuous material, or to collect, upload, store or transmit
data in violation of third-party privacy rights or applicable privacy and data security laws, rules or
regulations; or (viii) attempt to gain unauthorised access to the Service or related systems or networks.
You shall (a) be responsible for each User’s compliance with this Agreement, (b) be solely responsible
for the integrity and legality of Client Data and of the means by which you acquired Client data, and (c)
use the Service only in accordance with the applicable Documentation and applicable laws and
government regulations.
You hereby acknowledge and consent to PERSONYZE’s use of our own products to collect and analyse
data regarding your and Users’ access and use of the Service, to improve the Service and PERSONYZE
technology, and to optimise your access to and use of the Service.
Service and all components thereto are not fault-tolerant. Service and all components thereto are not
designed or intended for use in any situation where failure or fault of any kind of the Service or any
component could lead to death or serious bodily injury of any person, or to severe physical or
environmental damage (“High Risk Use”). Client is not licensed to use the Service or any component of
the Service in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk
Use includes, for example, the following: aircraft or other modes of human mass transportation,
nuclear or chemical facilities, and Class III medical devices under the Federal Food, Drug and Cosmetic
Act. Client agrees not to use the Service or any component thereof in or in connection with any High
Risk Use.

4. RIGHTS OF USAGE, PRIVACY
For Personyze “Privacy Policy” please refer here

5. EVALUATION USE
In the event that you have accessed the Service for evaluation and trial purposes only, the terms of this
paragraph shall apply in addition to all the other terms of this Agreement. Your right to use the Service
commences when you place the PERSONYZE tracking code on Client Websites and, unless you and
PERSONYZE agree to a different period, automatically terminates in fourteen (14) days (the “Evaluation
Period”). Any Service provided to you for evaluation purposes will automatically disable itself at the end
of the Evaluation Period, as it employs a restriction mechanism which restricts the program to a limited
period of time. This restriction mechanism and the manner in which it enforces the restriction are
maintained in confidence by PERSONYZE as a trade secret, and you may not publish, disclose or reveal
it. You agree to not do anything to circumvent or defeat the restriction mechanism. Additional product
functionality restrictions may apply during the Evaluation Period. Any Client Data collected and analysed
by the Service, and any customisation made to your Account during the Evaluation Period, will be
permanently lost unless you purchase a subscription to the same Service as those covered during the
Evaluation Period. NOTWITHSTANDING ANY OTHER PROVISIONS INCLUDED IN THIS AGREEMENT,
DURING THE EVALUATION PERIOD, THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY.

6. FEES
You shall pay to PERSONYZE the fees for the Service set forth on all applicable Quote(s) or other similar
order document (the “Service Fees”). The Service Fees are non-refundable. Additional terms applicable
to Service Fees for the specific Service you purchased are further described in the Service Schedule
included at the end of this Agreement.

7. PAYMENT TERMS
Sales tax, use tax, VAT, GST, and any other applicable taxes that are mandatory in the country or region
that your company is registered, or doing business in, or that is otherwise required to you by any
authorities wherever, are your sole responsibility, and you hereby acknowledge and agree that the
Service Fees are exclusive of all such taxes. PERSONYZE RESERVES THE RIGHT TO SUSPEND OR
TERMINATE YOUR ACCESS TO THE SERVICE IN THE EVENT OF YOUR FAILURE TO MAKE ANY PAYMENT
TO PERSONYZE WITHIN THIRTY (30) DAYS AFTER SUCH PAYMENT IS DUE. PERSONYZE WILL ALSO
TERMINATE YOUR ACCESS TO THE SERVICE UPON THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT. YOU AGREE AND ACKNOWLEDGE THAT PERSONYZE WILL NOT BE RESPONSIBLE FOR
ANY DAMAGES RESULTING FROM SUCH SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE
SERVICE, WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, EVEN
IF PERSONYZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Unless otherwise stated,
all fees are quoted in the currency specified in the applicable Quote or similar order document. You are
responsible for paying all fees associated with using the Service.

8. PRIVACY
For Personyze “Privacy Policy” please refer here

9. CLIENT DATA
For Personyze “Privacy Policy” please refer here

10. SERVICES
Your purchase of the Service includes basic support for the Service provided in accordance with
PERSONYZE then prevailing policy applicable to the specific Service subscribed by you. You may
purchase upgraded support for an additional fee. Technical support for the Service begins on the
Delivery Date. Your subscription to the Service does not include any professional services, including
consulting, implementation and training services, unless otherwise specified in the Quote or other
order document. PERSONYZE may provide professional services to you from time to time. Unless
otherwise agreed by you and PERSONYZE in writing, such professional services shall be provided in
accordance with the terms and conditions set forth on PERSONYZE’s website at
www.personyze.com.

11. LIMITED WARRANTY
Subject to the terms and conditions of this Agreement and during the Term, PERSONYZE warrants to
you that it has the right to provide you with a subscription in the Service in accordance with the terms
and conditions of this Agreement, and it will provide the Service to you in a professional manner as
measured by current industry standards. PERSONYZE is not responsible and shall have no warranty
obligations whatsoever with respect to any Service or any component of the Service that has been
modified in any way by anyone other than PERSONYZE.

12. WARRANTY DISCLAIMER
OTHER THAN AS EXPRESSLY SPECIFIED IN SECTION 11 OF THIS AGREEMENT, THE SERVICE, THE
PERSONYZE TRACKING CODE, CLIENT DATA, DOCUMENTATION AND REPORTS ARE PROVIDED “AS IS”.
PERSONYZE, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS,
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-
INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES
SHALL ARISE BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. PERSONYZE,
IT’S SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SERVICE, THE PERSONYZE TRACKING
CODE, CLIENT DATA, DOCUMENTATION OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM
ERRORS, OR THAT ERRORS WILL BE FIXED, OR THAT THE OPERATION OF THE SERVICE WILL BE
UNINTERRUPTED OR TIMELY. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL
PART OF THIS AGREEMENT AND FORMS THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE
SERVICE.

13. LIMITATION OF LIABILITY
PERSONYZE, ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU, ANY USERS OR ANY
THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS OR LOST DATA), OR INCIDENTAL DAMAGES, WHETHER BASED
ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH
OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY
REGARDLESS OF THE FAILURE OF ANY REMEDY. PERSONYZE’S CUMULATIVE LIABILITY FOR ANY AND
ALL LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU
TO PERSONYZE FOR USE OF THE SERVICE UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE CLAIM GIVING RISE TO LIABILITY.

14. CONFIDENTIALITY
For Personyze “Privacy Policy” please refer here

15. U.S. GOVERNMENT END USE PROVISIONS
PERSONYZE provides the Service for ultimate federal government end use solely in accordance with the
following: Government technical data and software rights related to the Service include only those
rights customarily provided to the public as defined in this Agreement. This customary commercial
license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for
Department of Defence transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR
227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a
government agency has a need for rights not conveyed under these terms, it must negotiate with
PERSONYZE to determine if there are acceptable terms for transferring such rights, and a mutually
acceptable written addendum specifically conveying such rights, must be included in any applicable
contract or agreement.
Each party shall comply with the export laws and regulations of the United States and other applicable
jurisdictions in providing and using the Service. Without limiting the foregoing, (i) each party represents
that it is not named on any U.S. government list of persons or entities prohibited from receiving
exports, and (ii) You shall not permit any user to access or use Service in violation of any U.S. export
embargo, prohibition or restriction.

16. TERM AND TERMINATION
This Agreement and the Service will commence upon the Delivery Date and, unless earlier terminated,
will remain effective for the contract term specified in the applicable Quote or other similar ordering
document (together with all renewal terms, if any, the “Term”). Upon the expiration of the Term, this
Agreement and the Service will automatically renew for successive 12 month Terms or 1 month terms (depending on the package option chosen), unless either party
provides the other party with at least 30 days prior written notice of its decision not to renew, before
the expiration of the then current Term. This automatic renewal of the Agreement and the Service will
be for the same Service package, capacity and functionality levels purchased for the then current Term,
including all Product Add-Ons purchased during such Term. PERSONYZE shall invoice Customer for the
Service Fee for the renewal Term based on the same payment and billing terms as the then current
Term, and shall provide prior written notice of any increase in the Service Fees applicable to the
renewal Term.
PERSONYZE may terminate this Agreement effective immediately upon written notice to you, if (i) You
or any User breaches the licensed rights or limitations set forth in Section 3 or 8 above, or (ii) You or any
User breaches any other provision of this Agreement (including, without limitation, the payment
obligation) and does not cure the breach within thirty (30) days after receiving written notice thereof
from PERSONYZE. You may terminate this Agreement effective immediately upon written notice, if
PERSONYZE breaches any provision of this Agreement, and does not cure the breach within thirty (30)
days after receiving written notice from you.
Upon termination by you for PERSONYZE’s breach, you shall pay PERSONYZE for the actual Service
Fees, and any other fees related to the Service incurred by you prior to the date of the breach and shall
have no further payment obligation to PERSONYZE. Upon termination by PERSONYZE for breach by you
or any Client User, you will pay PERSONYZE for the total Service Fees, professional services fees, if
applicable, and any Continuation Fees purchased by you under all applicable Quotes or other similar
order documentation during the then current Term. Upon termination of this Agreement for any
reason, (i) all rights granted herein will immediately cease to exist, and you must promptly discontinue
all further use of and PERSONYZE will terminate all access to the Service by you or any User, and (ii) you
must destroy all tangible copies of the Documentation and erase all electronic versions thereof, and
remove all PERSONYZE tracking code from Client Websites. Upon request, you will certify to
PERSONYZE in writing that you have fully complied with the requirement in the foregoing sentence.
Upon termination of this Agreement and the Service, you must login at www.personyze.com, click on
“Delete Account”, and delete your Account. This will delete all profiles within your Account.

17. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES
PERSONYZE reserves the right to change or modify any of the terms and conditions contained in this
Agreement, the Service, or any policy governing the Service, at any time, by posting the new agreement
to the PERSONYZE Service site located at www.personyze.com. You are responsible for regularly
reviewing the agreement. Your continued use of the Service following PERSONYZE’s posting of the
change(s) will constitute your acceptance of such change(s).

18. CLIENT REFERENCE
You hereby grant PERSONYZE the right to use your trade name and your corporate logo in connection
with PERSONYZE’s promotional materials and website to identify you as a client of PERSONYZE.

19. MISCELLANEOUS; APPLICABLE LAW AND VENUE
1. This Agreement, including all Quotes or similar order documents, constitutes the entire agreement
between the parties, and supersedes all prior and contemporaneous agreements, proposals
representations written or oral, concerning its subject matter. No modification, amendment, or
waiver of any provision of this Agreement shall be effective unless in writing and signed by the party
against whom the modification, amendment or waiver is to be asserted. Notwithstanding any
language to the contrary therein, no terms or conditions stated in your purchase order or in any
other order documentation of yours shall be incorporated into or form any part of this Agreement,
and all such terms and conditions shall be null and void.
2. PERSONYZE shall be excused from performance hereunder to the extent that performance is
prevented, delayed or obstructed by causes beyond its reasonable control, including without
limitation, any force majeure event, problems with Internet access, or problems that result from
your or third party actions or inactions or that result from your or third party equipment, software
or technology (other than third party equipment within our direct control).
3. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be
enforced to the maximum extent permissible, consistent with the original intent of the parties, and
the other provisions of this Agreement will remain in force.
4. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver
of any other or subsequent default or breach.
5. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or
otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law, and any
such attempted assignment shall be void and of no effect. Notwithstanding the foregoing sentence,
a party may assign this Agreement in connection with a merger, reorganisation, acquisition, or sale
of all or substantially all of its assets, as long as in your case, the surviving entity is not a competitor
of PERSONYZE.
6. This Agreement shall be binding upon and will be effective to the benefit of the parties and their
respective heirs, successors, permitted assigns, and legal representatives. This Agreement shall be
governed by and interpreted under the laws of the State of Texas. Any controversy or claim arising
out of or in any way connected with this Agreement or the alleged breach thereof shall be brought
in the courts located in the State of Texas.UCITA shall not apply to this Agreement. The United
Nations Convention on Contracts for the International Sale of Goods does not apply to this
Agreement.

20.

A. If the laws of the country in which you are located require that contracts be in the local language inorder to be enforceable, the version of this Agreement that shall govern is the translated version of this Agreement in the local language that is produced by PERSONYZE within a reasonable time following your written request to PERSONYZE.

B. Section 8 (“Privacy”) above is modified by adding the following: “You hereby appoint PERSONYZE as
data processor of Client Data. PERSONYZE will not assume any responsibility for determining the
purposes for which and the manner in which Client Data is processed, and You will comply with
those applicable legal obligations as a data controller.
C. Section 13 (“Limitation of Liability”) above shall not apply and instead the following shall apply:

13. LIMITATION OF LIABILITY
1. Subject to Section 13.3, in no event shall either party be liable under or in relation to this
Agreement or its subject matter (whether such liability arises due to negligence, breach of
contract, misrepresentation or for any other reason) for any: (i) loss of profits; (ii) loss of
sales; (iii) loss of turnover; (iv) loss of, or loss of use of, any (a) software or (b) data; (v) loss of
use of any computer or other equipment or plant; (vi) wasted management or other staff
time; (vii) losses or liabilities under or in relation to any other contract; or (viii) indirect,
special or consequential loss or damage.
2. Subject to Sections 13.1 and 13.3, PERSONYZE’s aggregate liability arising from or in
connection with this Agreement (and whether the liability arises because of breach of
contract, negligence, misrepresentation or for any other reason) shall not exceed 1.25 times
the amounts paid or payable (having been invoiced but not yet paid) by you for the license to
use the Service.
3. Notwithstanding anything to the contrary in this Agreement, neither party excludes or limits
its liability in respect of death or personal injury caused by the negligence of that party, its
servants or agents, breach of any condition as to title or quiet enjoyment implied by Section
12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982, or liability for
fraudulent misrepresentation or such other liability which cannot under applicable law be
excluded or limited by Agreement.
E. Section 19 (“Miscellaneous; Applicable Law and Venue”) shall not apply and instead the following
shall apply:

19. MISCELLANEOUS; APPLICABLE LAW AND VENUE
1. This Agreement, including all Quotes or similar order documents, constitutes the entire
agreement between the parties, and supersedes all prior and contemporaneous agreements,
proposals representations written or oral, concerning its subject matter. No modification,
amendment, or waiver of any provision of this Agreement shall be effective unless in writing
and signed by the party against whom the modification, amendment or waiver is to be
asserted. Notwithstanding any language to the contrary therein, no terms or conditions
stated in your purchase order or in any other order documentation of yours shall be
incorporated into or form any part of this Agreement, and all such terms and conditions shall
be null and void. This section shall not exclude the liability of a party for fraud or fraudulent
misrepresentation or concealment or any resulting right to rescind this Agreement.
2. PERSONYZE shall be excused from performance hereunder to the extent that performance is
prevented, delayed or obstructed by causes beyond its reasonable control, including without
limitation, any force majeure event, problems with Internet access, or problems that result
from your or third party actions or inactions or that result from your or third party equipment,
software or technology (other than third party equipment within our direct control).
3. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be
enforced to the maximum extent permissible, consistent with the original intent of the
parties, and the other provisions of this Agreement will remain in force.
4. The waiver by either party of any default or breach of this Agreement shall not constitute a
waiver of any other or subsequent default or breach.
5. This Agreement and all matters arising out of or relating to this Agreement shall be governed
by the laws of Israel and the parties agree to submit to the exclusive jurisdiction of the Israeli
courts. The parties agree that the United Nations Convention on Contracts for the
International Sale of Goods is specifically excluded from application to this Agreement.
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement
prevents either party from seeking injunctive relief in the appropriate or applicable forum.
F. THIRD-PARTY RIGHTS. Nothing in this Agreement is intended to confer any benefit on any third
party (whether referred to herein by name, class, description or otherwise) or any right to enforce a
term contained in this Agreement under the Contracts (Rights of Third Parties) Act 1999, except that
PERSONYZE shall have the benefit of and the right to enforce all provisions of this agreement which
benefit and are enforceable by PERSONYZE. Notwithstanding this, the Agreement may be varied
without the consent of, and without reference to, PERSONYZE.
Service Schedule to PERSONYZE Terms of Subscription Service
The following terms apply to your purchase of a subscription in the Service in addition to all of the terms
and conditions contained in the Agreement.

PERSONYZE® Analytics™
“Analytics” in this agreement refers to the analysis of data collected from Client Websites, including the
creation of reports, graphs and any other measurement means provided by PERSONYZE’s Services.
Your right to access and use PERSONYZE Analytics™ Service is limited to: (i) analyzing the data collected
from Client Websites, (ii) analyzing the data collected via PERSONYZE APIs or any other data collection
methods and sent to the data collection servers for the Service, (iii) collecting the number of Server Calls
subject to the total number of Server Calls you may collect during the Term, such total number as set forth
in the applicable Quote or similar order document (“Server Call Entitlement”), and (iv) accessing, viewing
and downloading reports generated by your use of the Service (“Reports”). “Server Call” is the unit of
measurement for usage of PERSONYZE Analytics™ Service. A Server Call is incurred when a request is sent
to the data collection servers for PERSONYZE Analytics™ Service. PERSONYZE Essential Care support and
Standard Data Retention are included.
PERSONYZE shall have no obligation to return, and you shall have no right to receive, any portion of the
Service Fees in the event that the actual usage by you of Server Calls is below the Server Call Entitlement
for the Term. If during the Term, the actual usage of PERSONYZE Analytics™ Service exceeds the Server Call
Entitlement for the Term, you shall either (a) purchase additional Server Calls, or (b) pay Continuation Fees
to PERSONYZE. “Continuation Fees” will be determined by multiplying the number of Server Calls collected
in increments of one thousand and any fractions thereof, in excess of the Server Call Entitlement by the
applicable Cumulative CPM for the relevant Term. “Cumulative CPM” for Server Calls means the cost per
thousand Server Calls as set forth in the applicable Quote or similar order document. You will be solely
responsible for monitoring your Server Call usage, and PERSONYZE will have no obligation to notify you
when you are approaching or exceeding your Server Call Entitlement. Upon the expiration or earlier
termination of the Term, the Server Call Entitlement shall expire. All additional Server Calls purchased in
the middle of any term will be co-terminus with the then current term. All other Product Add-Ons
purchased in the middle of any term will be pro-rated for the remainder of the then-current term, and will
be co-terminus with the then-current term.
PERSONYZE® Browsing Patterns™, PERSONYZE® Custom Profiles™
“Browsing Patterns” and “Custom Profiles” in this agreement refer to the analysis of data collected from
Client Websites, including the creation of custom profiles, reports, and any other measurement means
provided by PERSONYZE’s Services.
Your right to access and use PERSONYZE Browsing Patterns™ Service and PERSONYZE Custom Profiles™
Service is limited to: (i) analyzing the data collected from Client Websites, (ii) analyzing the data collected
via PERSONYZE APIs or any other data collection methods and sent to the data collection servers for the
Service, (iii) tracking and loading the number of Trigger Events subject to the total number of Trigger
Events you may track and load in the PERSONYZE Browsing Patterns™ database during the Term, such
total number as set forth in the applicable Quote or similar order document (“Trigger Event Entitlement”),
and (iv) accessing, viewing and downloading Reports. “Trigger Event” is the unit of measurement for
usage of PERSONYZE Browsing Patterns™ and PERSONYZE Custom Profiles™. A Trigger Event is incurred
when a visitor activity or a transaction, as defined by you, are tracked and loaded in the PERSONYZE
Browsing Patterns™ database. PERSONYZE Essential Care support and Standard Data Retention are
included.
PERSONYZE shall have no obligation to return, and you shall have no right to receive, any portion of the
Service Fees in the event that the actual usage by you of Trigger Events is below the Trigger Event
Entitlement for the Term. If during the Term, the actual usage of Service exceeds the Trigger Event
Entitlement for the Term, you shall either (a) purchase additional Trigger Events, or (b) pay Continuation
Fees to PERSONYZE. “Continuation Fees” will be determined by multiplying the number of Trigger Event
collected in increments of one thousand and any fractions thereof, in excess of the Trigger Events
Entitlement by the applicable Cumulative CPM for the relevant Term. “Cumulative CPM” for Trigger Events
means the cost per thousand Trigger Events as set forth in the applicable Quote or similar order document.
You will be solely responsible for monitoring your Trigger Events usage, and PERSONYZE will have no
obligation to notify you when you are approaching or exceeding your Trigger Event Entitlement. Upon the
expiration or earlier termination of the Term, the Trigger Event Entitlement shall expire. All additional
Trigger Events purchased in the middle of any term will be co-terminus with the then current term. All
other Product Add-Ons purchased in the middle of any term will be pro-rated for the remainder of the
then-current term, and will be co-terminus with the then-current term.

PERSONYZE® Optimise™, PERSONYZE® Actions™
“Optimise” in this agreement refers to the testing of data collected from Client Websites, including
selective content publishing and targeted web page actions, based on segmentation.
Your right to access and use PERSONYZE Optimise™ Service and PERSONYZE Actions™ Service is limited to:
(i) testing, segmenting and targeting the total number of Optimise™ Events subject to the total number of
Optimise Events you may exercise during the Term, such total number as set forth in the applicable Quote
or similar order document (“Optimise™ Events Entitlement”), and (ii) the specific domains listed in the
applicable Quote or similar order document. “Optimise™ Event” is the unit of measurement for usage of
PERSONYZE Optimise™. An Optimise™ Event is incurred each time visitors and/or email recipients of Client
Websites take action that triggers a request to the PERSONYZE Optimise™ data centres. A single
Optimise™ Event will be counted for every page presentation, AJAX refresh, email open, or click where a
PERSONYZE Optimise™ test and/or targeting scenario is currently active. PERSONYZE Optimise™ support
and Optimise™ standard data retention are included.
PERSONYZE shall have no obligation to return, and you shall have no right to receive, any portion of the
Service Fees in the event that the actual usage by you of Optimise Events is below the Optimise Event
Entitlement for the Term. If during the Term, the actual usage of Service exceeds the Optimise Event
Entitlement for the Term, you shall either (a) purchase additional Optimise Events, or (b) pay Continuation
Fees to PERSONYZE. “Continuation Fees” will be determined by multiplying the number of Optimise Events
collected in increments of one thousand and any fractions thereof, in excess of the Optimise Event
Entitlement by the applicable Cumulative CPM for the relevant Term. “Cumulative CPM” for Optimise
Events means the cost per thousand Optimise Events as set forth in the applicable Quote or similar order
document. You will be solely responsible for monitoring your Optimise Event usage, and PERSONYZE will
have no obligation to notify you when you are approaching or exceeding your Optimise Event Entitlement.
Upon the expiration or earlier termination of the Term, the Optimise Event Entitlement shall expire. All
additional Optimise Events purchased in the middle of any term will be co-terminus with the then current
term. All other Product Add-Ons purchased in the middle of any term will be pro-rated for the remainder of
the then-current term, and will be co-terminus with the then-current term.