Terms and Conditions

The use of Services provided by Aiquire Inc. (“Pixis”, and/or “Service Provider”) to you (“Advertiser”, “You”, “Your”) is subject to the following terms and conditions. Each of Service Provider and Advertiser shall be referred to individually as a “Party” and collectively as “Parties”. The terms and conditions (“T&C’s”) along with the order form (“Order Form”) shall form a binding agreement (“Agreement”) between the Parties.
1. Nature and Scope of the Advertiser’s Engagement of Service Provider.
a)    Services. Service Provider provides services of AI optimization of media spends undertaken by its Advertisers and allied services. The services are facilitated through the utilization of one or more of Service Provider proprietary technology, namely, Service Provider plugins,Pixis Platforms   dashboards, Performance AI, and Targeting AI (collectively referred to as "Service Provider Technology"). The Advertiser hereby engages Service Provider to provide such services set out in the Order Form (“Services”) entered into by the Advertiser and Service Provider. Service Provider shall from time to time, as required, communicate to the Advertiser any specification required, in line with industry standards, with respect to the Advertiser’s equipment for availing the Services and the Advertiser shall ensure that such specifications are met. “Services” may include, incorporate, or be powered by proprietary technologies, software platforms, dashboards, artificial intelligence systems, automation tools, analytics engines, structured extraction systems, forecasting systems, and related modules developed, owned, licensed, or operated by Aiquire Inc. and/or its affiliates within the Pixis Group, including without limitation PRISM, ADROOM, and Pixis Visibility (collectively, the “Pixis Integrated Components”). Such Pixis Integrated Components are utilized solely as internal enablement tools in connection with the provision of the Services and shall not be construed as standalone offerings, separate deliverables, or licensed software products unless expressly agreed in writing. Pixis reserves the right to modify, upgrade, replace, enhance, or substitute any Pixis Integrated Component with functionally equivalent or improved technologies during the Term without constituting a change in scope or pricing event.

b)    During the Term, Service Provider may recommend services in addition to the Services specified in the Order Form ("Additional Services”). In the event that the Advertiser chooses to utilize any of the Additional Services, the Advertiser is responsible for all associated costs. These T&C’s shall be applicable to any such additional service.
c)    Access and Use. For Service Provider to provide the Services, the Advertiser shall provide (i) access to their ad accounts, social media accounts, websites, or any other information reasonably required by Service Provider for the provision of the Services; and (ii) media spends for the digital marketing campaign (“Media Spends”). Service Provider, at its discretion, may allow the Advertiser through its employees (“Authorized Users”), on a limited, non- exclusive, non-transferable, non-sublicensable, worldwide, and revocable basis, access and use the Service Provider Technology for the purpose of availing the Services in accordance with this Agreement and the Order Form.
d)    In the provision of the Services, Service Provider may use any analyses, designs, insights, feedback and any other information developed and generated by Service Provider (“Service Provider Data”) which shall be made available to the Advertiser on a limited, non-exclusive, non-transferable, non-sublicensable basis. Service Provider Data includes aggregated performance metrics, anonymized benchmarking information, analytical insights, optimization learnings, and system-generated metadata derived from operation of the Services.
e)    Advertiser Cooperation and Obligations. Advertiser agrees to reasonably cooperate with Service Provider as required or requested by Service Provider in the provision of the Services. Advertiser agrees to notify Service Provider in writing promptly if Advertiser becomes aware of any unauthorized access, disclosure of access keys to the Service Provider Technology or Service Provider Data. The Advertiser shall not use Service Provider Technology to evaluate its functionality, performance, or suitability for competitive or benchmarking purposes, including for developing or improving any similar application. The Advertiser and the Authorized Users shall not modify, port, adapt, translate or create any derivative work based upon, Service Provider Technology 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 Service Provider Technology or the software to the Services and the Advertiser agrees not to combine the Services with any third-party software/hardware, application or process not authorized by Service Provider. In addition to Advertiser's obligations set forth in the Agreement, Advertiser shall designate and maintain an email address and phone number to receive form submissions and forwarded phone calls.
f)    Third-Party Services. The Advertiser acknowledges and agrees that the Service Provider may engage any third-party service provider, including influencers or creators (“Creator (s)”) on behalf of the Advertiser to provide certain aspects of the Services, which may include software, domain registration, hosting, e-commerce platforms, artificial intelligence model providers, cloud hosting providers, analytics platforms, search engines, and data aggregation providers used in connection with the Services etc. , one or more images, audio files, tools, slideshows, videos and other audio-visual content (“Creator’s Content”) (collectively (“Third-Party Services”). Certain features of the Services may analyze publicly available online information and third-party data sources to generate benchmarking insights, visibility diagnostics, and comparative analytics. Advertiser is solely responsible for ensuring that its use of the Services complies with applicable laws and third-party platform terms. Advertiser further agrees that the use of the Creator’s Content in the provision of Services are subject to final approval of the Advertiser and Service Provider shall merely review the footage for artistic and creativity related inputs only. Advertiser shall ensure that the Creator’s Content is used by the Advertiser in compliance with applicable laws. The Advertiser authorizes the Service Provider to contract directly with the Creators and other third-party providers (“Third-Party Provider”) as necessary to deliver the Services. The Advertiser grants the Service Provider permission to allow the applicable Third-Party Provider to access the Advertiser’s data and Advertiser Content and to take any other actions as required for the provision of Services, and any exchange of data or other Advertiser Content or other interaction between the Advertiser and the Third-Party Provider is solely between the Advertiser and such Third-Party Provider. Service Provider is not responsible for any disclosure, modification or deletion of the Advertiser’s data or Advertiser Content, or for any corresponding losses or damages the Advertiser may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to the Advertiser’s data or Advertiser 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 Advertiser acknowledges that Service Provider has no control over Third Party Services and will not be responsible or liable to the Advertiser or anyone else for such Third-Party Services. Further, the Advertiser acknowledges that the Third-Party Services may be subject to separate licensing agreements. The Advertiser 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.
g)    Technology Infrastructure and AI Dependencies. The Services and Pixis Integrated Components may operate in conjunction with third-party infrastructure, data sources, cloud environments, analytics providers, search engines, and artificial intelligence model providers used in the ordinary course of delivering technology-enabled services. Such dependencies form part of standard platform infrastructure and do not constitute separate services, deliverables, or scope expansions. Service Provider does not control third-party platforms, their policies, availability, model behavior, or technical changes and shall not be liable for disruptions arising therefrom.
h)    
2. Term and Termination.
a)    Term. The T&C’s shall be applicable immediately upon the acceptance of the T&C’s and the Order Form by the Advertiser. The initial term of these T&C’s shall be from the Effective Date of the Order Form and shall continue to remain in effect for the Term as set out in the Order Form.
b)    Termination. The Agreement may be terminated (i) for convenience by either party after 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&C’s 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.
c)    No Partial Termination. Except as expressly agreed in writing, Advertiser may not partially terminate, carve out, substitute, or remove individual technologies, platforms, or Pixis Integrated Components forming part of bundled Services. Any termination shall apply to the applicable Order Form in its entirety.
d)    In the event that the Advertiser terminates the Agreement at any time before the completion of the Initial Term specified in the Order Form, the Advertiser shall be liable to pay the Fees for the remainder of the Initial Term. This payment obligation is deemed to reasonably reflect the damage suffered by Pixis due to such termination. Furthermore, if the Advertiser terminates the Agreement for convenience after the end of the Initial Term with less than 30 days' notice, the Advertiser will be obligated to settle a final invoice equal to the monthly Fees.
e)    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.
f)    Service Provider reserves the right to turn all delinquent accounts over to a third-party collection’s agency.
g)    In the event that a network ceases to offer or provide access or refuses service to the Advertiser, 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.
h)    Effect. Upon expiration or termination of these T&C’s, (i) Advertiser will pay Service Provider any unpaid amounts 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) Advertiser 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, and (iv) Service Provider shall immediately cease all use of Confidential Information shared by the Advertiser and delete or destroy the Confidential Information of the Advertiser in its possession or control. Advertiser shall not be entitled to a prorated management fee or to a refund of any fees or expenses, or any portion thereof, rendered to the Advertiser pursuant to the Agreement. (v) Service Provider and the Advertiser mutually agree that any automated optimizations, configurations, recommendations, executions, or actions performed by Performance AI, Targeting AI, PRISM, ADROOM, Pixis Visibility, or any other Pixis Integrated Component shall cease upon termination, and any connected integrations may be disabled at Service Provider’s discretion. To facilitate this, the Advertiser undertakes to provide Service Provider access to the ad account(s) for a period of 7 business days following the termination of this Agreement. Upon termination notification to Service Provider, Service Provider will charge the remaining Fee(s) through the termination date. Advertiser shall not be entitled to a prorated Fee(s) or to a refund of any fees or expenses, or any portion thereof, rendered to the Advertiser pursuant to the Agreement. Subject to payment of all applicable Fees, the Advertiser shall retain ownership of its advertising accounts, Advertiser Content, and any Work Product created specifically for the Advertiser pursuant to the Service Package. Following termination, Service Provider may disable or discontinue access to the Services and any Service Provider-hosted platforms, dashboards, landing page infrastructure, or technology environments operated or controlled by Service Provider. For clarity, such discontinuation shall not affect the Advertiser’s ownership of its advertising accounts or Work Product delivered in accordance with this Agreement, and Service Provider shall provide reasonable transition assistance, for a period not exceeding seven (7) Business Days following termination, to facilitate continued access to Advertiser-owned assets in Service Provider’s possession or control. Nothing in this clause transfers ownership of, or grants the Advertiser any rights in, the Service Provider IP, which shall remain the exclusive property of Service Provider
3. Payment Terms.
a)    Fees. Advertiser agrees to pay Service Provider the fees for the Services as set forth in the Order Form (s) (the “Fees”). Fees are in the currency set forth in the Order Form (s) in the manner set out in the Order Form. Late accounts could cause project work to be discontinued until the account is brought current. Service Provider shall issue an invoice to the Advertiser at the time of charging the Fees. Payments for all media spends with respect to Google AdWords and/or Facebook and/or any other platform shall be incurred by the Advertiser, which costs are not included in the Fees. Advertiser authorizes Service Provider to charge the credit card indicated in the authorization form according to the terms outlined in the Agreement. Advertiser 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. Advertiser authorizes Service Provider to automatic charge(s) from ad spend platforms after Advertiser's ads have run 30 days or once the Advertiser's account has reached Advertiser's preset amount (known as threshold), whichever comes first. Advertiser understands that Advertiser is responsible to the ad platforms for all ad spend incurred. Any unpaid balances for ad spend are Advertiser's responsibility and not the responsibility of Service Provider to pay any unpaid balances.
b)    Bundled and Non-Severable Fees. Where the Services include Pixis Integrated Components, the Fees represent a bundled and integrated commercial package. The Parties agree that (i) the Services and Pixis Integrated Components are commercially inseparable; (ii) the Fees are not attributable to individual technologies, modules, or platforms; (iii) Advertiser shall not seek removal, suspension, substitution, or termination of any Pixis Integrated Component independent of the Services; and (iv) any internal allocation between services and technology components shall not affect Advertiser pricing, payment obligations, or termination rights.

Affiliate Performance and Internal Allocation. Advertiser acknowledges that the Services may be performed, supported, or enabled by one or more entities within the Pixis Group. Pixis may internally allocate revenue, fees, costs, performance obligations, or operational responsibilities among its affiliates for accounting, tax, regulatory, or operational purposes. Such internal allocation shall not affect Advertiser’s payment obligations, pricing structure, or rights and remedies under this Agreement.
c)    Advertiser shall pay Service Provider an initial fee as set out in the Order Form (the “Initial Fee”) upon acceptance of the T&Cs.
d)    After such initial payment, Advertiser shall pay the monthly management fees (the “Monthly Management Fee”) as set out in the Order Form, which will be charged to Advertiser’s credit card (no debit cards will be accepted) on file every 30 days for services that will be provided in the subsequent 30-day period.
e)    The Fees are payable in advance and payment is due immediately upon receipt of invoice by the Advertiser, any delay in the payment of Fees shall attract an interest of 18% per annum. All payment obligations are non-cancellable, and all Fees paid to Service Provider are non-refundable except as expressly set forth in the Order Form.
f)    Fees do not include any taxes, duties, levies, fees, tariffs or other amounts assessed or imposed by any governmental authority (collectively, “Taxes”). Any applicable Taxes shall be charged in addition to the Fees and invoiced to the Advertiser, and the Advertiser shall pay such Taxes in accordance with the applicable law. If the Advertiser is required by applicable law to withhold or deduct any Taxes from amounts payable to Service Provider, the Fees shall be increased (grossed-up) so that Service Provider receives the full amount it would have received in absence of such withholding tax. The Advertiser shall not offset, reduce, or withhold any amounts payable to Service Provider on account of Taxes.
g)    The monthly ad budget is set by the Advertiser and communicated to Service Provider (“Approved Monthly Ad Budget”). Any changes to the Approved Monthly Ad Budget must be approved by the Advertiser in writing. The Monthly Ad Budget shall be paid by the Advertiser directly to the advertising network.
h)    The Advertiser hereby grants Service Provider the explicit authorization to charge the Advertiser's credit card in strict accordance with the stipulated terms within the Agreement. The Advertiser 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 Advertiser acknowledges and consents to the utilization of Zoho or Stripe 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 finance and legal personnel on a need-to- know basis. It is crucial to emphasize that Service Provider's personnel will not have access to the mentioned information, except for the last few digits and letters in the name. It is imperative to note that all credit card details shall be expeditiously deleted from Service Provider's records upon the lawful termination of this Agreement.
4. Content and Ownership.
a)    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, or any other content that is derived from: the ad accounts of the Advertiser, or any social media account of the Advertiser, or Advertiser websites, or content made available by the Advertiser to the general public (“Content”), including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content. Service Provider is hereby authorized by the Advertiser to use the Content in provision of the Services. Advertiser warrants, represents and undertakes that Advertiser 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. Advertiser shall comply with the terms and conditions of any licensing agreements which govern the use of proprietary third-party materials which are incorporated into the final Deliverable(s), including without limitation stock photography or illustration (“Third Party Materials”).
b)    Upon request or if identified as a Service in the Order Form, Service Provider may assist Advertiser in preparing its Content for the provision of the Services. This assistance may include design, composition, text, literature, artwork, copyrights, trademarks, other intellectual property, or any materials created in connection with the performance of the Services under this Agreement (“Work Product”). Subject to full payment of applicable Fees and except for any Service Provider IP incorporated therein, any materials created specifically for the Advertiser pursuant to the Service Package shall constitute Work Product owned by the Advertiser in accordance with this Agreement. Notwithstanding the foregoing, Service Provider retains all right, title and interest (including copyright) in and to its pre-existing materials, templates, layouts, design frameworks, methodologies, tools, processes, know-how, and any improvements or derivative works thereof (Service Provider IP), whether or not incorporated into the Work Product. All Work Product created by Service Provider exclusively for Advertiser in connection with the Services shall be owned exclusively by Advertiser, and Service Provider hereby assigns all rights, title, and interest in such Work Product to Advertiser. Notwithstanding the foregoing, Service Provider retains ownership of any Service Provider IP, provided that Service Provider grants Advertiser a perpetual, non-exclusive, royalty-free, worldwide license to use such materials as incorporated into the Work Product in accordance with the terms of this Agreement. Advertiser acknowledges and agrees that : (1) Service Provider does not assume any obligations to perform any review of the Content, including review for legality and compliance with applicable laws; and (2) Service Provider, may at any time, during or after the Term, require Advertiser to edit or remove any Content that Service Provider finds does not comply with the terms of the Agreement. Notwithstanding anything stated herein, whether or not Service Provider has advised the Advertiser with respect to the Content, the Advertiser shall be solely responsible for reviewing all Content used in the provision of Services under the Agreement, including to confirm the accuracy, legality and compliance with applicable laws.
c)    Advertiser Content. The ownership to Confidential Information of the Advertiser, or any Content, and any information directly related to the business of the Advertiser including their ad accounts, that is shared with Service Provider (“Advertiser Content”) shall remain with the Advertiser and the Advertiser retains all right, title and interest in and to the Advertiser Content.
d)    License. Advertiser 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 Advertiser Content for providing and supporting the Services, to the Advertiser, and for performing these T&C’s, including billing and support of Services. Notwithstanding the foregoing, Service Provider may use Advertiser Content in anonymized and aggregated form to generate statistical insights, benchmarking data, analytics models, service improvements, product development enhancements, and generalized industry insights, provided that such use does not identify Advertiser or disclose Advertiser Confidential Information. Advertiser represents and warrants that it has all necessary rights, title, and interest in and to all Advertiser Content, or any other content, which are provided to Service Provider hereunder. In the event that Advertiser is not the sole and exclusive owner of the Advertiser Content furnished to Service Provider, Advertiser hereby represents and warrants that it has the rights, license and permission from the rightful owner to use the Advertiser Content in a manner consistent with these T&Cs and in the provision of Services. Advertiser shall protect, defend, and hold Service Provider harmless from any claim or suit arising from the use of such Advertiser Content furnished by the Advertiser.
e)    Security Practices. Service Provider is committed to protecting the security of Advertiser 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 Advertiser Content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws.
f)    Ownership. Service Provider retains all right, title and interest in and to the Service Provider Technology including but not limited to Performance AI, Targeting AI , PRISM, ADROOM, Pixis Visibility, dashboards, APIs, integrations, artificial intelligence systems and agents, machine learning models, analytics engines, forecasting systems, structured data extraction systems, benchmarking frameworks, prompt libraries, workflows, algorithms, software code, platform architecture, documentation, and all Service Provider Data, including any developments, enhancements, improvements and derivative works therein and thereto based on any feedback provided by the Advertiser, which the Advertiser agrees are the intellectual property of Service Provider (“Service Provider IP”). Subject to the limited license granted by Service Provider under these T&Cs, Advertiser does not have any right, title or interest in or to any Service Provider IP. For the avoidance of doubt, Advertiser receives no ownership rights in any underlying models, systems, software, methodologies, or analytics logic used to generate outputs or deliverables under this Agreement.  For the purposes of this Agreement, "Performance AI" is defined as the Service Provider technology that implements efficient budgeting of Media Spends, bid management, and optimization of advertising campaigns for the Advertiser. "Targeting AI" is defined as the Service Provider technology that provides targeted recommendations by identifying and generating the relevant target recommendations on the basis of the Advertiser Content.
Platform Ownership and No License Grant. All right, title, and interest in and to the Pixis Integrated Components, including all software, models, algorithms, analytics frameworks, dashboards, automation capabilities, documentation, and derivative works, remain exclusively with Service Provider and its affiliates. Advertiser receives only the benefit of outputs and deliverables generated through the Services and does not obtain any ownership rights, access rights, or standalone license to the Pixis Integrated Components. Any request for expanded access, additional seats, integrations, modules, or direct platform use may be subject to separate commercial agreement and additional fees.

g)    To the extent Advertiser provides suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services or Service Provider IP (“Feedback”), Advertiser hereby assigns to Service Provider all right, title and interest in and to such Feedback, and Service Provider shall be free to use and incorporate such Feedback without restriction or obligation.

h)    Deliverable(s) and Inventions. Conditioned upon full payment of all applicable fees, as between the Parties and to the extent permitted by applicable law, except for Third Party Materials, all artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other creative materials, that are subject to intellectual property rights under applicable law, that is produced or provided by Service Provider hereunder specifically for the Advertiser and forms part of the work product, collectively the “Deliverable(s)” provided by Service Provider to the Advertiser shall be owned by the Advertiser. For clarity, Work Product does not include Service Provider IP, artificial intelligence models, analytics engines, forecasting systems, benchmarking methodologies, prompt frameworks, algorithms, software code, platform architecture, structured extraction systems, or any improvements or derivative works thereof, even if incorporated into or used to generate deliverables for Advertiser. Advertiser receives ownership only in the specific deliverable output expressly created for Advertiser and not in any underlying tools, systems, data models, or methodologies used to create such deliverables. Service Provider shall ensure that the Advertiser possesses the requisite rights, title, and interest in Deliverable(s), ensuring the Advertiser's full enjoyment of said Deliverable(s) pursuant to this Agreement. This obligation is fulfilled by Service Provider by ensuring pass-through of necessary rights, provided in this Agreement, to any Third-Party Materials which are incorporated into the Deliverable(s) to provide certain aspects of the Service.
The Advertiser shall have the right to use the Deliverable(s) or any part or parts thereof as it sees fit. At Advertiser’s request, during and after the term of the Services, Service Provider shall, and hereby does, assign all right, title, and ownership interest in, to, and under the Deliverable(s) to Advertiser and shall assist and cooperate with Advertiser in all respects, and shall execute documents, and shall take such further acts reasonably requested by Advertiser to enable Advertiser to acquire, transfer, maintain, perfect, and enforce its intellectual property rights and other legal protections for the Deliverable(s), subject only to Advertiser making full payment of all fees as invoiced by Service Provider to Advertiser. Notwithstanding the foregoing, the Service Provider retains ownership of any and all pre-existing intellectual property and tools/software used to create the Work Product and to the extent that any Work Product incorporates any third-party software, tools, technologies, services, artificial intelligence model providers, search engines, data aggregators, APIs, cloud hosting providers, or analytics platforms (collectively, “Third-Party Technology”), the Advertiser acknowledges and agrees that its use of such Third-Party Technology shall be subject to the terms and conditions set forth in the relevant third-party licenses or agreements. The Advertiser is responsible for reviewing and complying with all applicable third-party license terms and agrees that the Service Provider shall have no liability for any claims, damages, or losses arising from the Advertiser’s use of such Third-Party Technology. The Service Provider disclaims any and all liability for the Advertiser’s use or misuse of such Third-Party Technology.

5. Monthly Marketing Terms. Advertiser acknowledges and agrees to the following:
a)    No person or agency may make changes to the campaign or campaign assets without the prior written approval of Service Provider.
b)    Advertiser is solely responsible for complying with all local, national, and international laws; specifically, laws governing data privacy.
c)    Service Provider will work to be as reasonably responsive as possible to Advertiser communication and change requests. However, change requests may take as long as 3 business days to complete. Advertiser agrees to provide adequate written notice for time sensitive campaign updates.
d)    Each individual Advertiser account (“Account”) may only advertise on one website. Any Account that is advertising on multiple web properties shall be separated into multiple accounts and each account treated as individual Advertisers for management and billing purposes.
e)    Advertiser 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 Advertiser’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.
f)    Certain components of the Services utilize artificial intelligence and machine learning technologies to generate recommendations, analytics, forecasts, optimization strategies, or content outputs. Advertiser acknowledges that AI-generated outputs are probabilistic in nature, may contain inaccuracies or unintended results, and do not constitute legal, financial, or professional advice. Advertiser is solely responsible for reviewing and validating all outputs prior to reliance or publication. 
g)    Service Provider does not guarantee any specific search engine ranking, indexing status, visibility outcome, traffic level, advertising performance metric, conversion rate, or revenue result arising from the use of the Services or any Pixis Integrated Component.

6. Indemnification.
a)    Intellectual Property Infringement. Service Provider shall indemnify, hold harmless and defend the Advertiser from and against any third party action, claim, suit or proceeding brought against the Advertiser 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 Advertiser 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 Advertiser promptly notifying Service Provider and allowing authority to defend and control the defense of such claims, suits or proceedings. Advertiser shall not settle any claim with respect to Service Provider IP, without the prior written approval of Service Provider. The indemnification right of the Advertiser herein shall constitute the sole remedy of the Advertiser 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 Advertiser or any authorized representative of the Advertiser (ii) any Service Provider IP is combined by the Advertiser or any authorized representative of the Advertiser with other software, hardware, application or process not authorized by Service Provider, (iii) Service Provider IP is used by the Advertiser or any authorized representative of the Advertiser in violation of these T&C’s.
b)    Advertiser 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 Advertiser Content, or that the Advertiser’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 Advertiser’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 Advertiser; or breach of these T&Cs by Advertiser, its agents, or employees; or Advertiser’s use of AI-generated outputs, benchmarking data, or third-party platform integrations in violation of applicable law or third-party terms.
7. Limited Warranty. ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” “AS AVAILABLE BASIS” WITH NO WARRANTIES OR INDEMNITIES OF ANY KIND AND NEITHER SERVICE PROVIDER NOR ITS LICENSORS OR SUPPLIERS, IF ANY, MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY PRODUCTS OR SERVICES OR OTHERWISE RELATED TO THE AGREEMENT. SERVICE PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF DELIVERABLES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. SERVICE PROVIDER SHALL FROM TIME TO TIME, AS REQUIRED, COMMUNICATE TO THE ADVERTISER ANY SPECIFICATION REQUIRED, IN LINE WITH INDUSTRY STANDARDS, WITH RESPECT TO THE ADVERTISER EQUIPMENT FOR AVAILING THE SERVICES AND THE ADVERTISER SHALL ENSURE THAT SUCH SPECIFICATIONS ARE MET. SERVICE PROVIDER AGREES TO PROVIDE SUPPORT SERVICES, IF REQUIRED, TO THE ADVERTISER WITH RESPECT TO AVAILING THE SERVICES.
8. Limitation of Liability; Monetary Cap. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, EACH OF WHICH IS HEREBY EXCLUDED BY THESE T&CS REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SERVICE PROVIDER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY TO ADVERTISER 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 MONTHLY MANAGEMENT FEES PAID BY ADVERTISER 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.
9. Confidentiality.
a)    “Confidential Information” means any data (including personal data (if any)) or information that is disclosed by the Discloser to the Recipient and not generally publicly available in whatever form, whenever and however disclosed, including data, code, techniques, algorithms, methods, logic, architecture, designs, Advertiser lists, information security plans, business continuity plans, trade secrets and proprietary information, personal identifiable data, Advertiser Content, any third party information or any data or information which is either identified as confidential at the time of disclosure, or which by its nature and/or the circumstances of disclosure a reasonable business person would consider to be confidential. For clarity, all Service Provider IP and Service Provider pricing information are the Confidential Information of Service Provider.
b)    Each Party’s Confidential Information shall (i) remain the sole property of that Party and (ii) be used by the other Party only as described herein and may not be disclosed, provided, or otherwise made available to any other third party except that such Confidential Information may be disclosed to the other Party’s employees or agents who have a need to know in the scope of their work during the time they are performing services under these T&Cs and are under the other Party’s security and control. Confidential Information does not include (a) information that the recipient can establish was already known to the recipient at the time it was disclosed in connection with these T&Cs, (b) information that is developed independently by the recipient or received from another third party lawfully in possession of the information and having no duty to keep the information confidential, (c) information that becomes publicly known other than by a breach of these T&Cs, or (d) information disclosed in accordance with a valid court order or other valid legal process.
c)    Each Party agrees to hold the Confidential Information of the other Party in strictest confidence and not to copy, reproduce, distribute, publish, or disclose such Confidential Information to any person except as expressly permitted by these T&Cs.
10. Privacy Policy. Service Provider is committed to protecting the security of Advertiser’s 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 Advertiser’s content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws. The Advertiser agrees that the use of the Services shall be subject to the privacy policy of Service Provider.
11. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California. If a dispute arises from or relates to these T&Cs or the breach thereof, and if the dispute cannot be settled through direct discussions within 30 days from the notification of a dispute by either party, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. These T&C’s shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods nor the Computer Information Transactions Act, the application of which is expressly excluded. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. Notwithstanding anything in these T&C’s to the contrary, Service Provider shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property rights, and to enforce or obtain compliance with these T&C’s without first submitting such matter to arbitration.

12. Export Control Laws. Advertiser 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. Advertiser will not use or transfer any technology or data in violati on of such laws. Advertiser 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 Advertiser will not permit any Service Provider IP to be used for any purposes prohibited by law.
13. Marketing. During the Term, the Advertiser grants Service Provider the right to use Advertiser’s name and logo 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 Advertiser’s standard trademark usage guidelines as provided to Service Provider from time to time.
14. Survival. Section 2(d), 2(f), 2(h), 4, 6, 7, 8, 9, 10, 11, 13, 14, and 15 shall survive the expiration or termination of this T&C’s.

15. General.
a)    Interpretation. All terms which are capitalized and not defined in these T&C’s shall have the meaning assigned to them in the Order Form.
b)    Parties. Service Provider and the Advertiser are independent contractors. Nothing in these T&C’s shall be deemed to constitute a joint venture or partnership between the parties, nor constitute any party as the agent of the other party for any purpose or entitle any party to commit or bind the other party in any manner.
c)    Amendments and Waivers. Service Provider may update these Terms and Conditions from time to time. Updated versions will be published on the Pixis Legal Hub and identified through version history. The version of the Terms and Conditions available on the Legal Hub at the time the Advertiser accepts an applicable Order Form shall govern that Order Form during its Term. Any updated version of these Terms and Conditions shall apply prospectively to new Order Forms entered into after such publication. Service provider will not apply updates that materially alter the commercial terms of an existing Order Form unless the Parties mutually agree in writing. For clarity, changes required to comply with applicable law, regulation, or governmental requirements, including tax obligations, may be implemented as required by law. No waiver under these Terms and Conditions will be effective unless made in writing and signed by an authorized representative of the Party granting such waiver. A failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.
d)    Severability. If any provision of these T&C’s is held to be unenforceable, the unenforceable provision shall be replaced by an enforceable provision that comes closest to the parties’ intentions underlying the unenforceable provision, and the remaining provisions of these T&C’s shall remain in full force and effect.
e)    Assignment. Advertiser may not assign these T&Cs, in whole or in part, without Service Provider’s prior written consent. These T&C’s will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
f)    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.