Terms and Conditions

The use of Services provided by Aiquire Inc. (that operates under the brand name Linear), (hereinafter referred to as “Pixis”) to you (“Advertiser”, “You”, “Your”) is subject to the following terms and conditions. Each of Pixis 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 between the Parties.

1.   Nature and Scope of the Advertiser’s Engagement of Pixis.

1. Services. Pixis provides services of optimization of media spends undertaken by its clients and allied services. The services are facilitated through the utilization of one or more of Pixis proprietary technology, namely, Pixis plugins, a dashboard, Performance AI, and Targeting AI (collectively referred to as "Pixis Technology"). The Advertiser hereby engages Pixis to provide such services set out in the Order form (“Services”) entered into by the Advertiser and Pixis. Pixis 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.
2. During the Term, Pixis may recommend services in addition to the Services specified in the Order Form. In the event that the Advertiser chooses to utilize any of the recommended services, the Advertiser is responsible for all associated costs. These T&C’s shall be applicable to any such additional service.
3. Access and Use. For Pixis to provide the Services, the Advertiser shall provide (i) access to their ad accounts as required for the Services; and (ii) media spends for the digital marketing campaign (“Media Spends”). The Advertiser may through its employees (“Authorized Users”), on a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, and revocable basis, access and use the Pixis Technology for the purpose of availing the Services in accordance with this Agreement and the Order Form.
4. In the provision of the Services, Pixis may use any analyses, designs, insights, feedback and other information developed and generated by Pixis (“Pixis Data”) which shall be made available to the Advertiser on a limited, non-exclusive, non-transferable, non-sublicensable basis.
5. Advertiser agrees to cooperate with Pixis as reasonably required or requested by Pixis in the provision of the Services. Advertiser agrees to notify Pixis in writing promptly if Advertiser becomes aware of any unauthorized access, disclosure of access keys to the Pixis Technology or Pixis Data. The Advertiser shall not use the Pixis 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, Pixis 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 Pixis 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 Pixis.

2.   Term and Termination.

1. 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, and either party may terminate these T&C’s in accordance with the Section below.
2. Termination. These T&C’s may be terminated: (i) by either party after completion of the Initial Term or the then-current Renewal Term, as applicable, by giving at least thirty (30) days written notice prior to the end of such Initial Term or Renewal Term; (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.
3. 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.
4. Pixis 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.
5. Pixis reserves the right to turn all delinquent accounts over to a third-party collection’s agency.
6. 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, Pixis shall, in its sole discretion have the option to immediately stop providing the Services and terminate the Services.
7. Effect. Upon expiration or termination of these T&C’s, (i) Advertiser will pay Pixis any unpaid amounts that are owed to Pixis during the Term; (ii) the limited license granted by Pixis to the Pixis IP will cease immediately, (iii) Advertiser shall immediately cease all use of Confidential Information shared by Pixis and delete or destroy the Confidential Information of Pixis in its possession or control, (iv) Pixis 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, and (v) Pixis and the Advertiser mutually agree that any actions executed on the Advertiser's ad account(s) by Performance AI and/or Targeting AI shall be nullified and reversed. The ad account(s) will be restored to their original state preceding the actions taken by Performance AI and/or Targeting AI. To facilitate this, the Advertiser undertakes to provide Pixis access to the ad account(s) for a period of 7 business days following the termination of this Agreement.

3. Payment Terms.

1. Fees. Advertiser agrees to pay Pixis the fees for the Services as set forth in the Order Form (s) (the “Fee(s)”). 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. Pixis shall issue an invoice to the Advertiser upon levying 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.
2. 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 Pixis are non-refundable except as expressly set forth in the Order Form.
3. Chargebacks as breach of Agreement. Any chargebacks initiated by the Advertiser shall constitute a material breach of this Agreement. Upon the occurrence of a chargeback, Pixis shall notify the Advertiser in writing, specifying the details of the chargeback and the breach. The Advertiser shall have ten (10) days from the date of such notice to cure the breach by resolving the chargeback to the Pixis's satisfaction. If the Advertiser fails to cure the breach within this period, Pixis may terminate this Agreement immediately by providing written notice to the Advertiser. Upon such termination, all outstanding amounts owed by the Advertiser shall become immediately due and payable, Pixis shall cease providing services, and the Advertiser shall promptly return any Pixis property in its possession. Pixis reserves the right to pursue any legal remedies available to recover amounts due and seek damages resulting from the breach.
4. 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 Pixis, the Fees shall be increased (grossed-up) so that Pixis 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 Pixis on account of Taxes.
5. The monthly ad budget is set by the Advertiser and communicated to Pixis (“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.
6. The Advertiser hereby grants Pixis the explicit authorization to charge the Advertiser's credit card or account in strict accordance with the stipulated terms within the Agreement. The Advertiser assumes the responsibility to promptly notify Pixis 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 Pixis's database. Access to this information will be restricted to Pixis's finance and legal personnel on a need-to- know basis. It is crucial to emphasize that Pixis'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 Pixis's records upon the lawful termination of this Agreement.

4.     Content and Ownership.

1. General. Pixis 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. Pixis 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.
2. Upon request or if identified as a Service in the Order Form, Pixis may assist Advertiser in preparing its Content for the provision of the Services. This assistance may include design, composition, text, literature and artwork. Pixis retains all rights, including copyright, to all layouts and other elements that represent the creative effort of Pixis or contain material prepared by Pixis. Advertiser acknowledges and agrees that: (i) Pixis does not assume any obligations to perform any review of the Content, including review for legality and compliance with applicable laws; and (2) Pixis, may at any time, during or after the Term, require Advertiser to edit or remove any Content that Pixis finds does not comply with the terms of the Agreement. 

Notwithstanding anything stated herein, whether or not Pixis 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.

3. 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 Pixis (“Advertiser Content”) shall remain with the Advertiser and the Advertiser retains all right, title and interest in and to the Advertiser Content.
4. License. Advertiser grants Pixis 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. 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 Pixis hereunder. In the event that Advertiser is not the sole and exclusive owner of the Advertiser Content furnished to Pixis, 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 Pixis harmless from any claim or suit arising from the use of such Advertiser Content furnished by the Advertiser.
5. Security Practices. Pixis is committed to protecting the security of Advertiser Content in accordance with industry standards, guidelines, checklist and applicable laws including data privacy laws. Pixis 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.
6. Ownership. Pixis retains all right, title and interest in and to the Pixis Technology including but not limited to Performance AI, Targeting AI and Pixis 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 Pixis (“Pixis IP”). Subject to the limited license granted by Pixis under these T&C’s, Advertiser does not have any right, title or interest in or to any Pixis IP. For the purposes of this Agreement, "Performance AI" is defined as the Pixis technology that implements efficient budgeting of Media Spends, bid management, and optimization of advertising campaigns for the Advertiser. "Targeting AI" is defined as the Pixis technology that provides targeted recommendations by identifying and generating the relevant target recommendations on the basis of the Advertiser Content.

7. Work Product and Inventions. Except as set forth below, and conditioned upon full payment of all applicable fees, all Services created specifically for Advertiser pursuant to the Order Form by Pixis (the “Work Product”) shall be considered “work made for hire” with all right, title and interest to such Work Product owned by Advertiser. The Advertiser shall have the right to use the Work Product or any part or parts thereof as it sees fit. At Advertiser’s request, during and after the term of the Services, Pixis shall, and hereby does, assign all right, title, and ownership interest in, to, and under the Work Product 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 Work Product, subject only to Advertiser making full payment of all fees as invoiced by Pixis 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 Pixis.

b. Advertiser is solely responsible for complying with all local, national, and international laws; specifically, laws governing data privacy.

c. Pixis 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, Pixis 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 Pixis shall not be responsible for the implications to the Services on account of the foregoing.

6. Indemnification.

a. Intellectual Property Infringement. Pixis 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 Pixis 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 Pixis and the third party in such claim. The indemnification obligation of Pixis herein is subject to the Advertiser promptly notifying Pixis and allowing authority to defend and control the defense of such claims, suits or proceedings. Advertiser shall not settle any claim with respect to Pixis IP, without the prior written approval of Pixis. The indemnification right of the Advertiser herein shall constitute the sole remedy of the Advertiser with respect to any claims of Pixis 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 Pixis IP is modified in an unauthorized manner by the Advertiser or any authorized representative of the Advertiser (ii) any Pixis IP is combined by the Advertiser or any authorized representative of the Advertiser with other software, hardware, application or process not authorized by Pixis, (iii) Pixis 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 Pixis 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.

7.     Limited Warranty.

a. ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” “AS AVAILABLE BASIS” WITH NO WARRANTIES OR INDEMNITIES OF ANY KIND AND NEITHER PIXIS 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 T&Cs. PIXIS DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF DELIVERABLES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIXIS DISCLAIMS ALL WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PIXIS 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. PIXIS AGREES TO PROVIDE SUPPORT SERVICES, IF REQUIRED, TO THE ADVERTISER WITH RESPECT TO AVAILING THE SERVICES.

8. Limitation of Liability; Monetary Cap.

a. IN NO EVENT SHALL PIXIS 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 PIXIS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PIXIS’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 PIXIS 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, client 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 Pixis IP, Pixis pricing information are the Confidential Information of Pixis.

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. Pixis is committed to protecting the security of Advertiser’s content in accordance with industry standards, guidelines, checklist and applicable laws including data privacy laws. Pixis 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 Pixis available here.

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, Pixis 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 Pixis 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 Pixis IP to be used for any purposes prohibited by law.

13.  Marketing. During the Term, the Advertiser grants Pixis the right to use Advertiser’s name and logo as a reference for marketing or promotional purposes on Pixis website, marketing collateral and sales presentations, and in other public or private communications with Pixis’s existing or potential customers, subject to Advertiser’s standard trademark usage guidelines as provided to Pixis from time to time.

  14.  Survival. Section 2(c), 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. Pixis 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. Pixis 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. Pixis 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 Pixis’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.