TERMS & CONDITIONS
The use of Services provided by Aiquire Inc., that operates under the brand name Agofy and/ or Pixis, (hereinafter referred to as “Service Provider”,“Pixis”,”we”, "our" or "us") to you (“Client”, “You”, “Your”) is subject to the following terms and conditions. Each of Service Provide rand Client shall be referred to individually as a “Party” and collectively as “Parties”. The terms and conditions (“T&Cs”) along with the order form (“Order Form”)and any amendments or addendums thereto as entered into between the Client and Service Provider shall form a binding agreement (“Agreement”) between the Parties.
Service Provider is in the business of providing AI recommended marketing solutions, including optimization of Ad Spends (as defined below), which are accessible via cloud-based web platforms or applications provided by Service Provider (“Algofy AI”, or “Algofy AI Platform”, or “Platform”, or “Services”).
ACCEPTANCE OF TERMS AND CONDITIONS THROUGH USE
By using this site or by clicking " Click to Sign" to this Agreement applicable to the use of the Services provided and/or hosted by Service Provider, you signify your agreement to these terms and conditions. If you do not agree to this Agreement in full, do not use the website, Platform or the Services and do not click " Click to Sign".
YOU MUST BE OVER 18 TO AGREE TO THIS AGREEMENT AND USE THE SERVICES
This Agreement must be completed, understood, and agreed to by a person over 18 who is legally able to enter into a contract. If you are: (a) not yet 18; (b) not legally able to enter into a contract, or (c) accessing the Platform from any country where material on this site is prohibited or illegal, please leave this site now as you do not have permission to access this site or to use the Service Provider’s Services (as defined below) in any way.
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX, INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS THE PRIVACY PROVISIONS SET FORTH HEREIN. FURTHERMORE, YOU HEREBY CONSENT ON BEHALF OF YOUR MINOR CHILD WHO MAY ACCESS THE PLATFORM VIA YOUR REGISTRATION OR ACCOUNT TO THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE WAIVER OF THE RIGHT TO A TRIAL BY JURY AND/OR TRIAL BY COURT AND CONSENT TO ARBITRATE ANY CLAIM HEREWITH UNDER THE ARBITRATION CLAUSE SET FORTH HEREIN. 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, 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 MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE.
RECITALS
WHEREAS you sell goods on Amazon or are an agency that helps other companies sell goods on Amazon;
WHEREAS, Service Provider provides services ( as described in the Order Form and further herein or in any Addendum hereto (“Addendum”)) in connection with the extraction and analysis of marketing data related to your data (“Data,” as described further herein) and in connection with recommendations related thereto (themselves, the “Recommendations”), all related to your marketing and sales on Amazon only;
WHEREAS, you have requested the Services be provided through Service Provider’s third-party hosted “software as a service” with respect to certain of your information technology needs in connection with the provision and analysis of its marketing efforts on Amazon only;
WHEREAS, Service Provider has experience and expertise in the business of providing the Services;
WHEREAS, based on Service Provider’s knowledge and experience relating to such Services, you have selected Service Provider to provide and manage the Services;
WHEREAS, Service Provider wishes to perform the Services under the terms and conditions set forth herein;
WHEREAS, you agree and acknowledge that for the successful performance of the Services, the availability of your Data is critical to the provision of the Services; and
WHEREAS, Service Provider has agreed to provide the Services to you, subject to the timely and complete provision by you and/or Amazon, of all of the necessary and correct Data to Service Provider, all on the terms and conditions set forth herein or in any Addendum.
WHEREAS, the privacy provisions set forth herein describes how we handle the personal and business information you provide to us when you register for our Platform. You understand that through your use of our Platform, you consent to the collection and use (as set forth in this Agreement) of this information, including the transfer of this information to the U.S., and/or other countries for storage, processing, and use by Algofy and our affiliates. NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:
1. The Services.
This Agreement sets forth the terms and conditions under which the Service Provider agrees to allow your use of certain hosted software and provide all other services reasonably necessary for the productive use of such software for the extraction and analysis by the Service Provider of data and the provision of Recommendations related thereto. The Agreement shall remain in effect unless terminated as provided for herein.
1.1 In the provision of the Services, Service Provider may use any analyses, designs, insights, feedback and other information developed and generated by Service Provider (“Service Provider Data”) which shall be made available to the Client on a limited, non-exclusive, non-transferable, non-sublicensable basis.
1.2 During the Term, Service Provider may recommend services in addition to the Services specified in the Order Form. In the event that the Client chooses to utilize any of the recommended services, the Client is responsible for all associated costs. These T&Cs shall be applicable to any such additional service.
1.3 Authorized Users; Authorized Uses. For Service Provider to provide the Services, the Client shall provide (i) access to their ad accounts as required for the Services; and (ii) media spends for the digital marketing campaign (“Media Spends” or “Ad Spends”). The Client may through its employees (“Authorized Users”), on a limited, non-exclusive, non- transferable, non-sublicensable, worldwide, and revocable basis, access and use the Platform for the purpose of availing the Services in accordance with this Agreement and the Order Form.
1.4 Third-Party Services. The Client acknowledges and agrees that the Service Provider may engage any third-party service provider, on behalf of the Client to provide the Services, which may include software, , hosting, e-commerce platforms, etc. (collectively (“Third-Party Services”). The Client authorizes the Service Provider to contract directly with other third-party providers (“Third-Party Provider”) as necessary to deliver the Services. The Client grants the Service Provider permission to allow the applicable Third-Party Provider to access the Client’s data and Client Content and to take any other actions as required for the provision of Services. Service Provider is not responsible for any disclosure, modification or deletion of the Client’s data or Client Content, or for any corresponding losses or damages the Client may suffer, as a result of access by a Third- Party Service or a Third-Party Provider to the Client’s data or Client Content. The Service Provider makes no warranties or representations with respect to the Third- Party Services, including but not limited to their availability, functionality, or security. The Client acknowledges that Service Provider has no control over Third Party Services and will not be responsible or liable to the Client or anyone else for such Third-Party Services. The Client further acknowledges that the Third-Party Services may be subject to separate licensing agreements. The Client agrees to comply with the terms of such third-party licenses and acknowledges that the Service Provider shall have no liability with respect to such third-party licenses.
1.5 Notice on Third-Party Websites, Services, and Access to Client Data. The Client acknowledges that certain Third-Party Services, which may be engaged by the Service Provider in connection with the provision of Services, may operate external websites and platforms (including certain third‑party artificial intelligence models, algorithms, and platforms) ("Third-Party Sites") that are independent and not owned, operated, or otherwise controlled by the Service Provider. The Client further acknowledges and agrees that Third-Party Services may require access to Client data and Client Content to perform their functions and deliver the relevant Services. The Client is hereby advised to review and understand the privacy policy, terms & Conditions, and any other applicable policies or practices governing the use of such Third-Party Sites and services prior to engaging with or relying on them. The Service Provider expressly disclaims any control over, and assumes no responsibility or liability for, (i) the content, privacy practices, terms, or operational policies of any Third-Party Sites or Third-Party Services; (ii) any actions taken by such Third-Party Services with respect to Client data and Client Content, including, without limitation, any modification, deletion, unauthorized access, or other use or processing of such data and content; and (iii) any loss, damage, or liability arising from or in connection with the Client's use of, reliance on, or engagement with Third-Party Services or Third-Party Sites.
1.6 Client Cooperation and Obligations. Client agrees to reasonably cooperate with Service Provider as required or requested by Service Provider in the provision of the Services. Client agrees to notify Service Provider in writing promptly if Client becomes aware of any unauthorized access, disclosure of access keys to the Service Provider Technology or Service Provider Data. The Client shall not use the Platform to evaluate its functionality, performance, or suitability for competitive or benchmarking purposes, including for developing or improving any similar application. The Client and the Authorized Users shall not modify, port, adapt, translate or create any derivative work based upon, the Platform or the software to the Services or reverse engineer, decompile, disassemble, hack or otherwise derive or attempt to derive the source code or any underlying ideas, algorithms or file formats of the Platform or the software to the Services and the Client agrees not to combine the Services with any third-party software/hardware, application or process not authorized by Service Provider.
1.7 Control of Services; Offensive Content. The method and means of providing the Services shall be under the exclusive control, management, and supervision of the Service Provider, giving due consideration to your requests. You agree not to provide Data, either directly or through Amazon, that is unreasonably offensive or otherwise inappropriate. Where your Data contains offensive content, Service Provider may immediately remove the offensive content and may terminate this Agreement immediately by written notice to you.
1.8 Changes in Functionality. During the term hereof, Service Provider may reduce or eliminate certain functionalities in the Services. Where Service Provider has reduced or eliminated functionality in the Services, Service Provider and You shall determine the value of the reduced or eliminated functionality, and the Service Provider will, within a commercially reasonable time, adjust the Fees accordingly on a prospective basis only.
2. Client Content and Ownership.
2.1 General. Service Provider does not have any control over the data, information and materials in any format, including text, images, photos, videos and audio, ads, campaigns, domain names, trademarks, service marks and logos or any other content that is derived from: the ad accounts of the Client, or any social media account of the Client, or Client websites, or content made available by the Client to the general public (“Content”), including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content. The Service Provider is hereby authorized by the Client to use the Content in provision of the Services. Client warrants, represents and undertakes that Client has full power and authority to enter into this Agreement; any Content does not and will not at any time (a) infringe any copyright, trademark, or patent or other intellectual property right of any third party; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, censored content under applicable laws or unlawful; and (d) otherwise violate the rights of a third party.
2.2 Client Content. The ownership to Confidential Information of the Client, or any data, Content, and any information directly related to the business of the Client including their ad accounts, that is shared with Service Provider (“Client Content”) shall remain with the Client and the Client retains all right, title and interest in and to the Client Content.
2.3 License. Client grants Service Provider a non-exclusive, royalty-free, fully paid up, worldwide, revocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, translate, store, process, publish, transmit, display, distribute and use the Client Content for providing and supporting the Services, to the Client, and for performing these T&Cs, including billing and support of Services. Client represents and warrants that it has all necessary rights, title, and interest in and to all Client Content, or any other content, which are provided to Service Provider hereunder. In the event that Client is not the sole and exclusive owner of the Client Content furnished to Service Provider, Client hereby represents and warrants that it has the rights, license and permission from the rightful owner to use the Client Content in a manner consistent with these T&Cs and in the provision of Services. Client shall protect, defend, and hold Service Provider harmless from any claim or suit arising from the use of such Client Content furnished by the Client.
2.4 Security Practices. The Service Provider is committed to protecting the security of Client Content in accordance with industry standards, guidelines, checklist and applicable laws including data privacy laws. Service Provider uses administrative, physical and technical safeguards and procedures to help protect Client Content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws
3. Monthly Marketing Terms. Client acknowledges and agrees to the following:
3.1 No person or agency may make changes to the campaign or campaign assets without the prior written approval of Service Provider.
3.2 Client is solely responsible for complying with all local, national, and international laws; specifically, laws governing data privacy.
3.3 Service Provider will work to be as reasonably responsive as possible to Client communication and change requests. However, change requests may take as long as 3 business days to complete. Client agrees to provide adequate written notice for time sensitive campaign updates.
3.4 Client acknowledges that, Service Provider has no control over the policies of search engines or advertising networks with respect to the type of sites and/or content that search engines accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine, advertising network, or directory and accordingly Service Provider shall not be responsible for the implications to the Services on account of the foregoing.
4. Free Trial.
If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge. You will have an option to convert the free trial to a paid services subscription any time before the end of the trial period.
5. Beta Services.
Service Provider may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that Service Provider has the sole authority and discretion to determine the period for testing and evaluation of Beta Services. The Service Provider will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial Services. You will be under no obligation to use any paid Service because of the Service Provider’s provision or testing, or approval of any Beta Service. Service Provider reserves the right to discontinue, fully or partially, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Service Provider will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Beta Services for any reason, in accordance with the other limitations of liabilities contained herein.
6. Maintenance; Amazon’s Services.
Maintenance. Notwithstanding anything contained herein to the contrary, Service Provider shall have no obligation to provide maintenance for any decrease in the functionality of the Services that is caused, directly or indirectly, by any action or inaction of Amazon or any event related to the provision of Amazon’s services, including but not limited to advertising services provided by or in connection with Amazon and other retail platforms.
7. Term and Termination.
7.1 Term. This Agreement is legally binding as of the Effective Date and shall continue to remain in effect for the Term as set out in the Order Form, unless terminated as provided for herein.
7.2 Termination. The Agreement may be terminated (i) for convenience by either party after the end of the Initial Term as set out in the Order Form by providing written notice in accordance with the Order Form;
(ii) for breach by the non-breaching party, if the other party breaches any term of these T&Cs that is uncured within 10 days after delivery of written notice of such breach, or (iii) by either party, automatically, if the other party becomes the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not dismissed within 30 days.
7.3 Service Provider shall have the option to suspend or discontinue and/ or suspend the Services and/or cancel any account that has one (1) invoice outstanding and is past due.
7.4 Service Provider reserves the right to turn all delinquent accounts over to a third-party collection’s agency.
7.5 In the event that a network ceases to offer or provide access or refuses service to the Client, at any time or for any reason, Service Provider shall, in its sole discretion have the option to immediately stop providing the Services and terminate the Services
7.6 Effect of Termination. Upon expiration or termination of this Agreement, (i) Client will pay Service Provider any unpaid amounts (as described on any Service Provider invoice issued within five (5) days after notice of termination is provided) that are owed to Service Provider during the Term; (ii) the limited license granted by Service Provider to the Service Provider IP will cease immediately, (iii) Client shall immediately cease all use of Confidential Information shared by Service Provider and delete or destroy the Confidential Information of Service Provider in its possession or control, (iv) Service Provider shall immediately cease all use of Confidential Information shared by the Client and delete or destroy the Confidential Information of the Client in its possession or control.
8. Recommendations.
As set forth herein, Service Provider shall provide certain Recommendations to you based upon its extraction and analysis of the Data. You agree and acknowledge that any Recommendations are recommendations only and are, in addition, dependent entirely on the Data received by Service Provider and that any action or inaction by Amazon may affect the Data and/or any Recommendations provided by Service Provider. You specifically agree and acknowledge that: (a) you will not rely in any way on any Recommendations; (b) you will make your own, independent evaluation of any Recommendations; and (c) you will exercise due care and your own independent judgment in connection with any act or failure to act that is in any way associated, directly or indirectly, with any Recommendation. You agree and acknowledge that the limitation of liability contained herein with respect to the Recommendations is absolute and continuing and that such limitation of liability is in addition to, and in no way a limitation of, any other limitation of liability contained herein.
9. Limitation of Liability for Recommendations.
NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN OR IN ANY OTHER DOCUMENT AGREEMENT BETWEEN THE PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY ADDENDUM), THE SERVICE PROVIDER SHALL HAVE NO LIABILITY OR OBLIGATION TO YOU WHATSOEVER, UNDER ANY CIRCUMSTANCES OR IN ANY AMOUNT, WITH RESPECT TO OR BASED UPON ANY RECOMMENDATION MADE BY SERVICE PROVIDER OR ANY OF ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AGENTS OR OTHER AFFILIATES OF ANY KIND.
10. Fees: Payments and Billing.
10.1 In consideration for Service Provider providing the Services, you shall pay to Service Provider all the applicable subscription fees and other charges, as provided for in this section (collectively, “Fees”). Fees negotiated between you and Service Provider shall be set forth in the applicable Order Form (s). Fees will commence when you click to accept this Agreement. At the beginning of each month during the Term of this Agreement, Service Provider will automatically bill your credit card (or shall be paid via check or ACH transfer) for your use of the Services. Client authorizes Service Provider (or its billing agents) until further notice, to charge the credit card or direct debit the bank account of the Client indicated in the authorization form according to the terms outlined in the Agreement towards the payment of Fee(s) owed to Service Provider under this Agreement. Client agrees to notify Service Provider of any changes in the account information or termination of this authorization at least 30 days prior to the next billing date. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Service Provider’s net income. Wherever applicable, Service Provider will be collecting sales tax on top of the subscription Fees and remitting it to the IRS in accordance with regulations.
10.2 Any sum due to Service Provider for the Services, for which payment is not otherwise specified in the Order Form, shall be due and payable on the first (1st) day of the month for which the Services are provided and shall be charged to your credit card or debited directly from your bank unless otherwise agreed in writing. If for any reason Fees are not timely paid as set forth above, the Fees are late after the fifth (5th) day of the month for which Services are provided. Upon the failure to timely pay the Fees, the Fees shall be subject to a ten percent (10%) per annum late fee, which is immediately due and payable. In addition to any other remedies contained herein, Service Provider shall have the right to terminate this Agreement upon the failure by you to pay three (3) Fees when due.
10.3 All payment obligations are non-cancellable, and all Fee(s) paid to Service Provider are non-refundable except as expressly set forth in the Order Form.
10.4 Payments for all Ad Spends with respect to Amazon, Google AdWords and/or Meta and/or any other platform shall be incurred by the Client (which will be billed direct through the relevant advertising platforms), which costs are not included in the Fee(s) to be paid by the Client to the Service Provider. Client authorizes Service Provider (or its billing agents) until further notice, to charge the credit card or direct debit the bank account of the Client indicated in the authorization form according to the terms outlined in the Agreement towards the payment of Fee(s) owed to Service Provider under this Agreement. Client agrees to notify Service Provider of any changes in the account information or termination of this authorization at least 30 days prior to the next billing date.
10.5 The Client hereby grants Service Provider the explicit authorization to charge the Client's credit card in strict accordance with the stipulated terms within the Agreement. The Client assumes the responsibility to promptly notify Service Provider of any modifications to the account information or the rescission of this authorization, ensuring such notification is provided no less than 30 days prior to the subsequent billing date. Furthermore, the Client acknowledges and consents to the utilization of Zoho, Stripe, PayWay or its billing platforms for the collection and secure storage of pertinent information throughout the duration of this Agreement within Service Provider's database. Access to this information will be restricted to Service Provider's personnel on a need-to-know basis.
11. Representations and Warranties.
11.1 Mutual. Each of You and the Service Provider represents and warrants that:
11.1.1 it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation.
11.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.
11.1.3 the execution, delivery, and performance of this Agreement have been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles.
11.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,
11.1.5 There is no outstanding litigation, arbitrated matter, or other dispute to which it is a party which, if decided unfavourably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfil its obligations under this Agreement.
12. Disclaimer of Warranties.
ALL WORK PRODUCT, DELIVERABLES AND SERVICES, INCLUDING ANY THIRD-PARTY SERVICES UTILIZED OR PROVIDED UNDER THIS AGREEMENT, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES OR INDEMNITIES OF ANY KIND. NEITHER SERVICE PROVIDER NOR ITS LICENSORS, SUPPLIERS, OR THIRD-PARTY PROVIDERS MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY PRODUCTS, SERVICES, OR OTHERWISE RELATED TO THIS AGREEMENT. SERVICE PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF WORK PRODUCT, DELIVERABLES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CLIENT ACKNOWLEDGES THAT THE USE OF THIRD-PARTY SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IMPOSED BY SUCH THIRD PARTIES, AND CLIENT AGREES TO ABIDE BY SUCH TERMS. SERVICE PROVIDER SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, OR DISRUPTION CAUSED BY THE USE OF THIRD-PARTY SERVICES.
SERVICE PROVIDER SHALL, FROM TIME TO TIME, AS REQUIRED, COMMUNICATE TO THE CLIENT ANY SPECIFICATIONS REQUIRED, IN LINE WITH INDUSTRY STANDARDS, WITH RESPECT TO THE CLIENT EQUIPMENT OR SOFTWARE NECESSARY FOR AVAILING THE SERVICES, AND THE CLIENT SHALL ENSURE THAT SUCH SPECIFICATIONS ARE MET. SERVICE PROVIDER AGREES TO PROVIDE SUPPORT SERVICES, IF REQUIRED, TO THE CLIENT WITH RESPECT TO AVAILING THE SERVICES; HOWEVER, SUCH SUPPORT SHALL BE LIMITED TO REASONABLE EFFORTS AND SHALL NOT CONSTITUTE A WARRANTY OR GUARANTEE OF ANY KIND.
13. Data.
13.1 Ownership. Data (which shall also be known and treated by Service Provider as Confidential Information) shall include Client Content, data collected, used, processed, stored, or generated as the result of the use of the Services (“Data”). Data is and shall remain your sole and exclusive property and all right, title, and interest in the same is reserved by you, subject to the Service Provider’s license to such Data as described herein. This Section shall survive the termination of this Agreement.
13.2 Service Provider Use of Data. Service Provider is provided a limited license to Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Data for Service Provider’s own purposes or for the benefit of anyone other than you without your prior written consent. Service Provider is specifically granted the right to provide all Data to Amazon for the purpose of effecting the terms hereof, for providing the Services, and/or for any other reasonable business purpose. This Section shall survive the termination of this Agreement.
13.3 Data Security and Storage. The service Provider shall adopt first-class archival procedures to store the Data. In the event of any loss or corruption of Data, Service Provider shall use its commercially reasonable efforts to restore the lost or corrupted Data from the latest backup of such Data maintained by the Service Provider in accordance with its archival procedures. Service Provider shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Data caused by any third party, including, but not limited to, Amazon. THE SERVICE PROVIDER’S EFFORTS TO RESTORE LOST OR CORRUPTED DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE THE SERVICE PROVIDER’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF DATA. Service Provider reserves the right to establish or modify its general practices and limits relating to the storage of Data.
13.4 Use of Aggregate Data. You understand and agree that Service Provider may aggregate statistical information related to the performance of the Service(s), including meta-data for purposes of updating and/or improving the Service(s), provided that such information does not identify You as the source of such data or include any personally identifiable information.
14. Non-Disclosure of Confidential Information.
The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.
14.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and/or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available(other than through any unauthorized disclosure by, though, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, Data shall be deemed to be Confidential Information.
14.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give, or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
14.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
14.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and
obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in at your election, the immediate termination of this Agreement corresponding to the breach of the or threatened breach, subject to the immediate payment of all Fees due hereunder as of the date of termination.
15. Data Privacy and Information Security.
15.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing and maintaining a commercially reasonable data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing; provided, however, that Amazon shall not be required to execute any documents or certify its compliance with the confidentiality requirements contained in this Agreement. The safeguards of Service Provider’s data privacy and information security program may be less stringent than the safeguards that you use as described herein or allowed pursuant to the terms of this Agreement or any Addendum hereto.
15.2 Personal Information and Personal Privacy information you provide to Service Provider through the Service is governed by Service Provider Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Service Provider Privacy Policy. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account or otherwise.
16. GDPR compliance statement
16.1 Algofy respects and complies with the EU General Data Protection Regulations (GDPR). Some of the key ways we comply with these regulations are as follows.
16.2 Consent
We explain what you’re consenting to clearly and without ‘legalese’, and ask that you explicitly consent to contact from us.
16.3 Breach Notification
In the event of a breach we will notify affected users within 72 hours of first having become aware of the breach.
16.4 Right to Access
Users can request confirmation as to whether personal data concerning them is being processed, where and for what purpose. Further, we shall provide a copy of the personal data, free of charge, in an electronic format.
16.5 Right to be Forgotten
Once we have compared your (the subjects') rights to "the public interest in the availability of the data", we may delete your personal data where you have requested this.
16.6 Data Portability
We allow you to receive the personal data concerning you, which we will provide in a 'commonly used and machine-readable format' and you have the right to transmit that data to another ‘controller’.
17. Proprietary Rights.
17.1 Pre-existing Materials. You acknowledge that, while performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.
17.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials; provided, however, that, notwithstanding the foregoing, Service Provider’s right to utilize your Confidential Information in cooperation with Amazon shall not be affected by such restrictions.
17.3 The provisions of this Section shall survive the termination of this Agreement.
17.4 Use of Logo. You expressly provide your consent to the Service Provider to use your trademark or logo free of cost and to identify you as a customer on the Service Provider's Website and /or marketing collateral.
18. Indemnification; Limitation of Liability.
18.1 Intellectual Property Infringement. Service Provider shall indemnify, hold harmless and defend the Client from and against any third party action, claim, suit or proceeding brought against the Client for any claim that the use of any Service Provider IP infringes patent or copyright, including for (i) all attorneys’ fees, and court or tribunal costs incurred by with respect to defense and settlement of such third party claim, (ii) any judgments, fines, costs and penalties awarded by any court or tribunal against the Client for such third party claim and (iii) any amounts paid in settlement of such third party claim as mutually agreed by Service Provider and the third party in such claim. The indemnification obligation of Service Provider herein is subject to the Client promptly notifying Service Provider and allowing authority to defend and control the defense of such claims, suits or proceedings. Client shall not settle any claim with respect to Service Provider IP, without the prior written approval of Service Provider. The indemnification right of the Client herein shall constitute the sole remedy of the Client with respect to any claims of Service Provider IP being in infringement of intellectual property rights of third parties. Provided that, the indemnification obligation in this Section 6.1 will not apply to the extent the infringement is caused by any of the following: (i) any Service Provider IP is modified in an unauthorized manner by the Client or any authorized representative of the Client (ii) any Service Provider IP is combined by the Client or any authorized representative of the Client with other software, hardware, application or process not authorized by Service Provider, (iii) Service Provider IP is used by the Client or any authorized representative of the Client in violation of these T&Cs.
18.2 Client agrees to defend, indemnify, and hold harmless Service Provider from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys' fees, arising from claims that the Client Content, Data, or that the Client’s services, products or goods being advertised in the ads or campaigns, violate any applicable law or third-party rights, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; or Client’s violation of law; or violation of any copyright, patent, trademarks, or other intellectual property rights owned by third-parties; intentional act, omission or misrepresentation by Client; or breach of these T&Cs by Client, its agents, or employees.
18.3 Third-Party Beneficiaries. Other than as provided for in this Section, this Agreement is for the sole benefit of the signatories hereto and their permitted successors and assigns. Nothing, express or implied, in this Agreement, is intended to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor non-party Indemnitees.
18.4 Limitation of Liability. IN NO EVENT SHALL THE SERVICE PROVIDER, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, PARTNERS, SUPPLIERS AND EMPLOYEES BE LIABLE FOR:
· ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE; AND
· ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CLIENT ACCOUNT OR THE INFORMATION CONTAINED THEREIN;
· ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
· PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CLIENT ACCESS TO OR USE OF THE SERVICE;
· ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE PROVIDER’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
· ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
· ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE;
· ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR
THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THESE T&CS) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE PRIOR THREE (3) MONTHS BEFORE THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE T&CS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
19. General.
18.5 Relationship between You and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for You or in any way to bind or to commit you to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of You. Under no circumstances shall the Service Provider, or any of its staff, if any, hold itself out as or be considered an agent, employee, joint venture, or partner of yours.
18.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to principles of conflicts of law.
18.7 Compliance with Laws; Your Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders, and regulations issued.
18.8 Export Control Laws. Client acknowledges that the services provided by Service Provider may be controlled by the laws of one or more countries governing technology use and transfer, including U.S. Export Administration Regulations, and that diversion contrary to such laws is prohibited. Client will not use or transfer any technology or data in violation of such laws. Client represents that it is not, and is not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions, or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and Client will not permit any Service Provider IP to be used for any purposes prohibited by law.
18.9 Cooperation. Where agreement, approval, acceptance, consent, or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.
18.10 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such exclusion and limitation of liability are specifically applicable to any interruption in service caused, directly or indirectly, by any action or inaction of Amazon. Such delays include, but are not limited to, fire, explosion, flood or another natural catastrophe, governmental legislation, acts, orders, or regulation, strikes, or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only if the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed party must notify the other party promptly upon the occurrence of any such event or performance by the delayed party will not be considered excused pursuant to this Section and inform the other party of its plans to resume performance.
18.11 Advertising and Publicity. During the Term and thereafter, the Client grants Service Provider the right to use Client’s name, logo and anonymized or aggregated data, including case studies and performance metrics generated through the Services as a reference for marketing or promotional purposes on Service Provider website, marketing collateral and sales presentations, and in other public or private communications with Service Provider’s existing or potential customers, subject to Client’s standard trademark usage guidelines as provided to Service Provider from time to time.
18.12 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
18.13 Notices. All notices shall be in English, in writing and shall be deemed given upon receipt. All notices shall be sent to the parties at their respective address set forth on the Order Form, or to such other address as subsequently notified in accordance with this Section.
18.14 Assignment of Agreement. Service Provider may assign this Agreement or any part thereof at any time without your consent, and you shall not assign this Agreement or any part thereof without Service Provider’s prior written consent, which may be withheld in Service Provider’s sole discretion. In the case of an assignment by the Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services.
18.15 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede all previous representations, understandings, or agreements between you and Service Provider as to the subject matter hereof. This Agreement may only be amended by a written instrument signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.
18.16 Cumulative Remedies. All rights and remedies of the Service Provider herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against you for the enforcement of this Agreement and temporary and permanent injunctive relief.
20. Dispute Resolution and Arbitration.
19.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SERVICE PROVIDER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
19.2 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Service Provider agree (a) to waive your and Service Provider’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Platform, resolved in a court, and (b) to waive your and Service Provider’s respective rights to a jury trial. Instead, you and Service Provider agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
19.3 No Class Arbitrations, Class Actions or Representative Actions. You and Service Provider agree that any Dispute arising out of or related to these Terms and Conditions or use or access of our Platform is personal to you and Service Provider and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Service Provider agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Service Provider agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
19.4 Federal Arbitration Act. You and Service Provider agree that these Terms of Use affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
19.5 Notice; Informal Dispute Resolution. You and Service Provider agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Service Provider shall be sent by certified mail or courier to Service Provider, Attn: BRET THOMPSON, 21 W 46TH ST STE 0801, NEW YORK, NY 10036, USA. Your notice must include
(a) your name, postal address, telephone number, the email address you use or used for your Service Provider account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Service Provider cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Service Provider may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
19.6 Process. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND Service Provider AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR Service Provider WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND Service Provider WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Service Provider
agree that (a) any arbitration will occur in the state of California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
19.7 Authority of Arbitrator. As limited by the FAA, these Terms of Use and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Use. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. You agree that the party that prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
19.8 Rules of AAA. The AAA Rules are available at https://www.adr.org/ Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Use, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
19.9 Severability. If any term, clause, or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
19.10 Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY
WRITING TO: Service Provider, RE: OPT-OUT, 21 W 46TH ST STE 0801, NEW YORK, NY 10036, USA.
21. Information Collection and Use.
For a better experience, while using our Service, we may require you to provide us with certain personally identifiable information, including but not limited to email. The information that we request will be retained by us and used as described in these terms and conditions. The app does use third-party services that may collect information used to identify you. Link to the privacy policy of third-party service providers used by the app Apple App Store, Google Play Services
22. Log Data.
We want to inform you that whenever you use our Service, in a case of an error in the app we collect data and information (through third-party products) on your phone called Log Data. This Log Data may include information such as your device Internet Protocol (“IP”) address, device name, operating system version, the configuration of the app when utilizing our Service, the time and date of your use of the Service, and other statistics.
23. Cookies.
Cookies are files with a small amount of data that are commonly used as unique anonymous identifiers. These are sent to your browser from the websites that you visit and are stored on your device's internal memory. This Service does not use these “cookies” explicitly. However, the app may use third-party code and libraries that use “cookies” to collect information and improve their services. You have the option to either accept or refuse these cookies and know when a cookie is being sent to your device. If you choose to refuse our cookies, you may not be able to use some portions of this Service.
24. Service Providers.
We may employ third-party companies and individuals due to the following reasons: To facilitate our Service; To provide the Service on our behalf; To perform Service-related services, or to assist us in analyzing how our Service is used. We want to inform users of this Service that these third parties have access to your Personal Information. The reason is to perform the tasks assigned to them on our behalf. However, they are obligated not to disclose or use the information for any other purpose.
25. Security.
We value your trust in providing us with your Personal Information; thus, we are striving to use commercially acceptable means of protecting it. But remember that no method of transmission over the internet or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.
26. Links to Other Sites.
This Service may contain links to other sites. If you click on a third-party link, you will be directed to that site. Note that these external sites are not operated by us. Therefore, we strongly advise you to review the Privacy Policy of these websites. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.
27. Changes to this Terms & Conditions.
Service Provider reserves the right to update and amend these T&Cs from time to time by notifying you of such changes by any reasonable means, including by posting revised T&Cs on the website. The date referenced above indicates when these T&Cs were last changed. Your continued use of the Services.
28. Contact Us.
If you have any questions or suggestions about our terms & policies, do not hesitate to contact us at legal@pixis.ai .