Terms and Conditions

The use of Services provided by Aiquire Inc. d/b/a Pixis, the legal entity that operates the Black Propeller brand, (hereinafter referred to as “Service Provider”, “Pixis” and/or “Black Propeller”) to you (“Advertiser”, “You”, “Your” “Advertiser”) 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 relating to the optimization of media spends, including AI-enabled optimization of media spends for digital marketing campaigns, together with related digital marketing, analytics, automation, reporting, forecasting, workflow, content generation, campaign support, integration, and allied services (collectively, the “Services”). The Services may be enabled or facilitated through the use of proprietary technologies, automation systems, dashboards, interfaces, artificial intelligence systems, workflow tools, integrations, APIs, analytics infrastructure, forecasting systems, structured extraction systems, and related functionalities operated by Service Provider and/or its affiliates (collectively, the “Service Provider Technology” or “Pixis Integrated Components”), including certain automated or semi-automated services, features, and tools enabled by artificial intelligence, machine learning, workflow automation, or similar technologies (collectively, the “AI Agent Services”). The AI Agent Services may include data analysis, reporting, forecasting, recommendations, content generation, campaign support, workflow automation, integrations, optimization functionalities, and related capabilities made available by Service Provider from time to time. The Service Provider Technology, Pixis Integrated Components, and AI Agent Services are utilized solely in connection with the provision of the Services and do not constitute standalone software products, software licenses, SaaS offerings, or independently operated technology platforms made available to Advertiser unless expressly agreed in writing. The AI Agent Services are delivered exclusively by Service Provider as part of its internal service delivery infrastructure and do not provide Advertiser with any functional access to, or independent use of, the underlying software, platforms, systems, models, or tools through which the AI Agent Services are made available. The AI Agent Services have no standalone utility independent of the Services and are not separately accessible, licensable, or commercially exploitable by Advertiser. The Advertiser hereby engages Service Provider to provide the Services as set out in the applicable Order Form. Service Provider reserves the right to modify, update, replace, enhance, suspend, or discontinue any Service Provider Technology, Pixis Integrated Component, or AI Agent Services from time to time, provided such changes do not materially reduce the core contracted functionality of the Services. Service Provider shall, from time to time as reasonably required, communicate to Advertiser any specifications necessary for availing the Services, and Advertiser shall ensure compliance with such specifications.

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 certain dashboards, interfaces, reporting environments, workflow tools, administrative functionalities, and related environments made available by Service Provider solely as necessary to receive and interact with the Services. The Advertiser shall allow the Service Provider to manage third-party profiles, applications or websites on the Advertiser’s behalf using usernames and passwords that the Advertiser provides to log in to the Third-Party Services (such information comprising a “Third-Party Login”). The Advertiser hereby grants Service provider the right to (1) create, access and manage the Third-Party Services in the Advertiser’s name using Service Provider Data, Advertiser Content and publicly available information; (2) access, collect, read, analyze, and otherwise use on the Advertiser’s behalf the information available on the Third-Party Services; and (3) use and store Third-Party Logins to accomplish any of the foregoing. Advertiser authorizes Service Provider to enable and operate the AI Agent Services in accordance with the instructions, inputs, configurations, permissions, workflows, prompts, integrations, and approvals provided or approved by Advertiser. All such inputs shall constitute instructions to Service Provider only. Service Provider shall retain sole control over the operation, execution, and delivery of the AI Agent Services. Nothing herein shall be construed as granting Advertiser any independent right to access, operate, license, commercialize, sublicense, or exploit any Pixis Integrated Components or AI Agent Services separate from the Services. Any actions taken by the AI Agent Services within the scope of Advertiser-authorized settings shall be deemed undertaken at Advertiser’s direction.

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 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 third-party service providers, including Creators (“Creator(s)”), software providers, domain registration providers, hosting providers, e-commerce platforms, artificial intelligence model providers, cloud hosting providers, analytics platforms, search engines, data aggregation providers, and other third-party vendors or service providers utilized in connection with the Services (collectively, “Third-Party Services”). Such Third-Party Services may include one or more images, audio files, tools, slideshows, videos, content assets, integrations, APIs, software functionalities, artificial intelligence outputs, and other audio-visual or technology-enabled components (“Creator Content”). 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. The AI Agent Services and Pixis Integrated Components may interoperate with third-party platforms, APIs, software providers, cloud infrastructure providers, artificial intelligence model providers, search engines, analytics providers, and data providers. Service Provider shall not be responsible for the availability, performance, security, pricing, policies, acts, omissions, or technical changes of such third-party providers or services.

g. Technology Infrastructure and AI Dependencies. The Services, Pixis Integrated Components, and AI Agent Services may operate in conjunction with third-party infrastructure, cloud environments, analytics providers, search engines, APIs, data providers, and artificial intelligence model providers utilized in the ordinary course of delivering the 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. Advertiser Cooperation and Obligations : Advertiser agrees to reasonably cooperate with Service Provider as required or requested in connection with the provision of the Services. Advertiser shall promptly notify Service Provider in writing upon becoming aware of any unauthorized access to, use of, or disclosure of credentials, access keys, Service Provider Technology, Pixis Integrated Components, AI Agent Services, Service Provider Data, or related systems or environments. Advertiser shall not, and shall ensure that its Authorized Users do not, use the Service Provider Technology, Pixis Integrated Components, AI Agent Services, or any related outputs, interfaces, dashboards, workflows, or functionalities for the purpose of evaluating their functionality, performance, availability, or suitability for competitive analysis, benchmarking, replication, training, development, or improvement of any competing product, service, model, application, or technology. Except as expressly permitted under this Agreement, Advertiser and its Authorized Users shall not modify, port, adapt, translate, reproduce, create derivative works from, reverse engineer, decompile, disassemble, decode, hack, scrape, extract, or otherwise attempt to derive or gain access to the source code, underlying models, algorithms, workflows, architecture, file formats, prompts, methodologies, or non-public functionalities of any Service Provider Technology, Pixis Integrated Components, AI Agent Services, or related software, systems, or infrastructure. Advertiser shall not combine, integrate, or use the Services with any unauthorized third-party software, hardware, application, automation, process, or artificial intelligence system not approved by Service Provider in writing. In addition to Advertiser’s obligations under this Agreement, Advertiser shall designate and maintain valid contact information, including an email address and phone number, for purposes of receiving communications, notifications, form submissions, support requests, and forwarded communications relating to the Services.

i. Data Processing : The Services and AI Agent Services are not intended to require the processing of personal data for their ordinary use. To the extent Advertiser elects to provide or otherwise make available any personal data in connection with the Services, such processing shall be incidental to the provision of the Services and limited to ordinary business contact information and limited non-sensitive business data reasonably necessary for Service Provider to perform the Services. Advertiser shall not provide, upload, disclose, transmit, or otherwise make available any sensitive personal data, special category data, protected health information, payment card data, financial account information, government-issued identification numbers, biometric data, children’s data, or other regulated data unless expressly agreed by Service Provider in writing. Advertiser represents and warrants that it has obtained all necessary rights, consents, permissions, and lawful bases to provide any personal data to Service Provider in connection with the Services. Service Provider may use aggregated, anonymized, or de-identified information derived from the Services for analytics, security, operational support, service improvement, benchmarking, and product enhancement purposes in accordance with applicable law.

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 Pixis Integrated Components or AI Agent Service  forming part of bundled Services. Any termination shall apply to the applicable Order Form in its entirety. The Parties acknowledge that the Services, Pixis Integrated Components, and AI Agent Services constitute an integrated and commercially inseparable offering.

d. 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.

e. Service Provider reserves the right to turn all delinquent accounts over to a third-party collection’s agency.
f. 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.
g. 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)any rights granted to Advertiser to access or use the Services, Service Provider Technology, Pixis Integrated Components, or AI Agent Services shall immediately terminate , (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. Upon termination notification to Service Provider, Service Provider will charge the remaining management fee through the termination date. 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 any Pixis Integrated Components or AI Agent Services 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 and/or AI Agent Services, the Fees represent a bundled and integrated commercial package. The Parties agree that (i) the Services, AI Agent 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 and/or AI Agent Services independent of the Services; and (iv) any internal allocation between services and technology components shall not affect Advertiser pricing, payment obligations, or termination rights. Any dashboards, interfaces, reporting environments, workflow functionalities, or administrative tools made available by Service Provider shall be deemed ancillary and incidental to the Services and shall not constitute standalone software products, licenses, or SaaS offerings.

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. Service Provider 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 the Advertiser's credit card on file, or through any other mutually agreed-upon payment method, every 30 days for services to be rendered during 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 shall not provide sensitive personal data or other regulated data in connection with the Services unless expressly authorized by Service Provider in writing. 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 Pixis Integrated Components, AI Agent Services, dashboards, interfaces, APIs, integrations, artificial intelligence systems and agents, machine learning models, analytics engines, forecasting systems, structured extraction systems, benchmarking frameworks, prompt libraries, workflows, algorithms, software code, platform architecture, documentation, Service Provider Data, and all related intellectual property rights, including any developments, enhancements, improvements, configurations, derivative works, and feedback related thereto (collectively, “Service Provider IP”). Subject solely to the limited rights expressly set forth in this Agreement, Advertiser does not obtain any ownership rights, standalone license rights, or independent rights to access, commercialize, sublicense, exploit, operate, or otherwise use any Service Provider IP separate from the Services. Advertiser receives solely the benefit of the Services and any authorized outputs generated specifically for Advertiser in accordance with this Agreement. Any request for expanded access, additional seats, integrations, modules, or direct platform use may be subject to separate commercial agreement and additional fees. 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.

g. 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, , final deliverables expressly identified in the applicable Order Form as Work Product and specifically created for Advertiser 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. 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 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.

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 may utilize AI Agent Services and other artificial intelligence, machine learning, automation, forecasting, or analytics technologies to generate outputs, recommendations, forecasts, automations, content, optimization strategies, or related functionalities. Advertiser acknowledges that such outputs are probabilistic in nature and may contain inaccuracies, incomplete information, unintended results, or hallucinations and do not constitute legal, financial, compliance, business, or professional advice. Advertiser remains solely responsible for reviewing, validating, approving, and determining the suitability of all outputs prior to reliance, publication, execution, or commercial use.

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. Notwithstanding the foregoing, 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(a)will not apply to the extent the infringement is caused by any of the following: (i) Advertiser Content; (ii) Third-Party Services or Third-Party Technology; (iii) modifications not made by Service Provider; (iv) outputs generated through AI Agent Services based on Advertiser instructions, prompts, data, configurations, or inputs; (iv) any Service Provider IP is modified in an unauthorized manner by the Advertiser or any authorized representative of the Advertiser (v) 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, and/or  (vi) 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 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.

ADVERTISER ACKNOWLEDGES THAT THE USE OF THIRD-PARTY SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IMPOSED BY SUCH THIRD PARTIES, AND ADVERTISER 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 ADVERTISER ANY SPECIFICATIONS REQUIRED, IN LINE WITH INDUSTRY STANDARDS, WITH RESPECT TO THE ADVERTISER EQUIPMENT OR SOFTWARE NECESSARY 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; HOWEVER, SUCH SUPPORT SHALL BE LIMITED TO REASONABLE EFFORTS AND SHALL NOT CONSTITUTE A WARRANTY OR GUARANTEE OF ANY KIND.

SERVICE PROVIDER DOES NOT WARRANT THAT ANY AI AGENT SERVICES OR AI-GENERATED OUTPUTS WILL BE COMPLETE, ACCURATE, ERROR-FREE, CURRENT, SUITABLE FOR ANY PARTICULAR PURPOSE, OR COMPLIANT WITH APPLICABLE LAW OR THIRD-PARTY PLATFORM REQUIREMENTS.

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. WITHOUT LIMITING THE FOREGOING, SERVICE PROVIDER SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO: (I) AI AGENT SERVICES OR AI-GENERATED OUTPUTS; (II) THIRD-PARTY ARTIFICIAL INTELLIGENCE MODELS, APIs, OR PLATFORMS; (III) ADVERTISER’S FAILURE TO REVIEW OR VALIDATE OUTPUTS; OR (IV) CHANGES, RESTRICTIONS, OR ACTIONS TAKEN BY THIRD-PARTY PLATFORMS, SEARCH ENGINES, OR ADVERTISING NETWORKS.

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 information and all non-public aspects of the AI Agent Services, Pixis Integrated Components, models, workflows, prompts, and system architecture 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 violation 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(e), 2(f), 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. Unless otherwise expressly stated by Service Provider  , 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. Notwithstanding the foregoing, Service Provider reserves the right to implement and apply updates to these Terms and Conditions during the Term of an existing Order Form where such updates: (i) are required to comply with applicable law, regulation, regulatory guidance, governmental requirements, tax obligations, industry standards, or security requirements; (ii) relate to data processing, privacy, information security, acceptable use, platform integrity, infrastructure, AI governance, operational processes, service delivery models, or third-party provider dependencies; (iii) are necessary to protect the Services, Pixis Integrated Components, AI Agent Services, Service Provider IP, systems, platforms, personnel, customers, or business operations; or (iv) do not materially and adversely reduce the core commercial rights or contracted scope of Services under the applicable Order Form. Any materially adverse changes to pricing, committed service scope, or payment obligations applicable to an existing Order Form shall require mutual written agreement of the Parties. 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.