The Optimizely subscription agreement is not one document. It is an Order that references a stack of online documents, called SSA Elements, which Optimizely publishes at optimizely.com/legal. This article explains how the stack fits together, what the commercial clauses say about renewal, overage and review, and where support and service levels sit.
Editions
Optimizely’s contract documents exist in several generations, and which one governs depends on when the Order was signed. The Software Subscription Terms (published 2026-09-10) state that they apply to every Order that references and incorporates them, and that the Order and these terms together form the customer’s Software Subscription Agreement.[1] The older Online Software Subscription Agreement (published 2025-11-10) still sets out term, renewal, overage and non-renewal in one document and defines the same Agreement stack with a slightly different order of precedence.[2] A 2021 Order Form Definitions document continues to define impressions, MAUs and API calls for orders signed under those forms.[10] A licence manager should identify, for each Order, which versions the Order incorporates.
The SSA Elements named in the Software Subscription Terms are the Product Use Terms, the AI Supplement, the Data Processing Agreement and the Software Service General Terms and Conditions. The Order supersedes all of them, and the four elements then apply in that descending order of precedence only to the extent needed to resolve a conflict.[1] The Agreement definition also lists the Service Level Agreement, and Support is defined by reference to the Support Policy.[1]
A version question arises at renewal. The Product Use Terms state that on renewal the then-current published version applies to each renewed subscription term and replaces the earlier version, notwithstanding anything in the Order to the contrary.[4] The Software Subscription Terms, by contrast, say that the online versions published as of the Effective Date of the Order apply for the Subscription Term even if Optimizely later updates them, and recommend that the customer download a copy.[1] The two statements are compatible only if “Effective Date” is read as the start of each renewed term; this should be confirmed with the Order. See Then-current Product Use Terms on renewal.
Metrics
The agreement itself introduces three generic terms that all metrics rely on. A Usage Metric is the standard of measurement for determining the permitted Use and calculating the fee; a Usage Volume is the Usage Metric volume for the service; and an Overage is Use above the applicable Usage Volume in the Order.[1] The Product Use Terms add that the Usage Metrics, volumes and Overages are set out in the Usage Metrics tables.[4]
The Usage Metrics document then defines how overage is measured for each metric. Examples are ACY (API requests above the Usage Volume per Contract Year), impressions, marketing automation emails and SMS, MAUs per Contract Year, Opal credits, pageviews, transactional orders, content items and named users.[5] The glossary defines a Contract Year as the one-year period from the subscription start date in the Order, and each anniversary, so annual metrics reset on the anniversary and not on the calendar year.[1] See API Calls per Year, Impressions per Year, Monthly Active Users, Named User, Transactional Order (Customized Commerce) and Transactional Order (Configured Commerce).
The right to Use is the same across services. For the Subscription Term Optimizely grants a non-transferable, non-exclusive, worldwide right to Use the Software Service, subject to payment of correctly invoiced fees and the terms of the Agreement.[3] Use is for the customer’s and its Affiliates’ internal business operations, including developing, supporting and launching public-facing websites, and only Authorized Users may Use the service.[3] An Authorized User may be an employee, agent, contractor or representative of the customer, its Affiliates, or their Business Partners.[1]
Counting / floors
No reduction. The customer may not reduce Usage Volume during the Subscription Term.[1] Together with the rule that subscriptions are non-cancellable and fees non-refundable, subject to the parties’ termination rights, the Usage Volume is a committed floor for the term.[1] Although Order Forms may express subscription fees monthly, the Online SSA says this is a convenience and that fees, including overage, are payable as the agreement sets out.[2]
Overage. Section 2.2 of both the Software Subscription Terms and the Online SSA says that the customer will monitor its own Use and report any Use above the agreed Usage Volume. Overage Fees accrue from the date the overage first occurs, are calculated against the applicable Usage Volumes at two times the Usage Volume unit price, and are invoiced monthly in arrears.[1][2] Some software may provide functionality for managing use, which may require the customer to opt in to reporting.[1] For a service whose unit price is a monthly equivalent of an annual commitment, the effect is that unplanned growth is billed at double the contracted rate for every month the overage persists. See Overage at twice unit price.
Usage review. Optimizely may review the customer’s use at any time during the subscription, and the customer must comply with all reasonable usage review requests, although Optimizely has no obligation to review. Upon becoming aware of an overage Optimizely must notify the customer in writing (email acceptable) and may invoice it under the Order and the Agreement.[1] Because overage accrues from the first day and notice may come later, the invoice can include several months of overage at once.
Payment and suspension. Under the Software Subscription Terms, if a correctly invoiced fee is unpaid twenty days after its due date Optimizely may, after reasonable written notice, suspend access, and may charge a reasonable re-activation fee; it will not suspend if the customer has promptly given notice of a good-faith dispute and cooperates to resolve it. Unpaid fees accrue interest at the maximum legal rate.[1] The Online SSA uses a shorter ten-day trigger for suspension in its non-payment clause and net thirty days for invoices.[2] Customers may not withhold, reduce or set off fees, and purchase-order terms do not apply.[1]
Virtualization & partitioning
Virtualization rules do not appear in the subscription agreement, because the customer does not install the software. Two related restrictions do appear. The customer must not use the Software Service as a service bureau, timeshare, rental or BPO outsourced service, must not resell, distribute or encumber rights to it, and must not use it to build or assist in building competing products.[3] The General Terms footnote what these terms mean: service bureau is using the service to provide processing services to third parties; timeshare is allowing third parties, being people or entities outside the customer and its Affiliates, to use the service on a shared or time-divided basis; and BPO is a third party delegating an entire business function to the customer to run end to end using the service.[3] Agencies and managed service providers should read these footnotes against their delivery model. Business Partners that need access for the customer’s own internal operations are within the Authorized User definition.[1]
Cloud / BYOL
The agreement applies to cloud-based software-as and platform-as services as detailed in the Order.[1] Optimizely may subcontract elements of the service, including hosting, to affiliates and third parties and remains responsible for their performance.[2] The Product Use Terms state that Experimentation, Personalization, CMP and Analytics are US-hosted only, that other services default to the customer’s location in the Order, and that Customer Data is retained for thirty days after the term, after which Optimizely deletes it within thirty-five days unless law requires retention.[4] The legacy Online SSA says Optimizely may delete Customer Data at any time after thirty days from the last date of the expired subscription.[2]
There is no bring-your-own-licence concept in these documents. Third-party enhancements and integrations are a related area: they are not part of the Software Service, are provided as-is without Optimizely warranty or third-party IP indemnification, and are subject to the third-party publisher’s licence.[4]
Programs
Term and renewal. Under the Online SSA, a subscription starts on the Order’s Effective Date and, after the Initial Subscription Term, renews automatically for successive twelve-month Extended Subscription Terms on the same terms. Optimizely may increase the fee for an Extended Subscription Term on 120 days’ prior written notice; a customer that objects may cancel for that term. Either party may cancel the next Extended Subscription Term by written notice at least ninety days before the end of the Subscription Term.[2] A common planning error is to diarise the 90-day non-renewal date but not the earlier 120-day price notice, which can arrive before the non-renewal deadline. See Auto-renewal and price increase.
Free Access and beta. Optimizely may provide free trials, pre-production features or beta software. These are optional, at the customer’s sole risk, may be discontinued at any time without notice or liability, and fall outside the General Terms warranties, indemnities and support obligations.[4] See Free Access and beta releases.
Support. Under the Support Policy, support is Standard unless Premium Support has been purchased with the subscription. Both tiers run 24/7/365; Standard has a 99.7% service level commitment with portal and email response, while Premium has 99.9%, phone response, prioritised technical support, a designated engineer, team routing, a health check review and 10 Technical Account Manager credits. Initial response time objectives for severity 1 are 30 minutes (Standard) and 15 minutes (Premium).[6] The policy applies to new or renewed subscriptions that start on or after 2025-07-02; earlier subscriptions keep the policy of 21 May 2024, and Premium Support as described applies only when newly purchased.[6] See Standard and Premium Support.
Service credits. The Service Level Agreement makes service credits the sole and exclusive remedy for an availability failure. Credits apply only to production Environments used in production, must be claimed by email to Optimizely within thirty days after the end of the period, are applied to the next invoice for the service, and may be denied if undisputed invoices are overdue. Credit tiers rise in ten percent steps per hour of additional downtime.[7] See Service credits.
Onboarding and professional services. Onboarding is pre-paid, scope-limited and valid for a fixed period in the Order; unused hours expire and are non-transferable, and additional hours are charged at then-current rates. Technical Advisory Services are subscription-based, and catalogue services for Experimentation, Personalization, CMP and DAM are pre-defined, both under the Professional Services Supplement.[4][9] See Onboarding hours.
AI features. The AI Supplement applies to AI features within subscriptions. It states that the Services Description identifies AI features and the underlying models, and that all generative AI features can be disabled although some other AI features may not be.[8]
Audits and compliance
The subscription documents do not contain an on-site audit clause. Compliance is handled through self-reporting, Optimizely’s review right and monthly invoicing of overage, all described above.[1] The agreement also makes Optimizely’s right to suspend conditional on a breach of use rights, harm to the service or other customers, or legal requirement, with advance notice and a reasonable time to cure except in emergencies.[2]
Other compliance obligations include no penetration, load or similar testing without Optimizely’s express prior permission,[4] confidentiality of the agreement’s terms and pricing,[2] and a liability cap for each party equal to the annual subscription fees paid for the affected service in a twelve-month period, with carve-outs including the customer’s liability for fees and for breach of the use restrictions.[2] The last point matters in a dispute over overage: the customer’s liability to pay fees is outside the cap.
Out of scope
This article does not cover data processing, security measures, indemnities, governing law by customer domicile, or the partner and reseller terms. It does not cover the installed-software EULA, which is in the installed and legacy licensing article, or the product metrics, which are in the product articles.