Terms and Conditions

The use of Services provided by Aiquire AI PTY Limited, that operates under the brand name Megaphone Scale and/ or Pixis, (hereinafter referred to as “Megaphone Scale”, “Service Provider”, “Pixis”, "our" or "us") to you (“Client”, “You”, “Your”) is subject to the following terms and conditions. Each of Service Provider and Client shall be referred to individually as a “Party” and collectively as “Parties”. The terms and conditions (“T&Cs”) along with the service package (“Service Package”) and any amendments or addendums thereto as entered into between the Client and Megaphone Scale shall form a binding agreement (“Agreement”) between the Parties.

1.           Nature and Scope of the Client’s Engagement of Service Provider.

a.Services. Service Provider provides services of optimization of media spends including AI optimization of media spends for digital marketing campaigns undertaken by its clients and allied services. The services are facilitated through the utilization of one or more of Service Provider proprietary technology, namely, Pixis Plugins, a dashboard, Performance AI, and Targeting AI (collectively referred to as "Service Provider Technology"). The Client hereby engages Service Provider to provide such services as set out in the Service Package (“Services”) entered into by the Client and Service Provider. Service Provider shall from time to time, as required, communicate to the Client any specification required, in line with industry standards, with respect to the Client’s equipment for availing the Services and the Client shall ensure that such specifications are met.

b.During the Term, Service Provider may recommend services in addition to the Services specified in the Service Package. In the event that the Client chooses to utilize any of the recommended services, the Client is responsible for all associated costs. These T&Cs shall be applicable to any such additional service.

c. Access and Use. For Service Provider to provide the Services, the Client shall provide

(i) access to their ad accounts as required for the Services; and (ii) media spends for the digital marketing campaign (“Media Spends” or “Ad Spends”). The Client may through its employees (“Authorized Users”), on a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, and revocable basis, access and use the Service Provider Technology for the purpose of availing the Services in accordance with this Agreement and the Service Package.

d. In the provision of the Services, Service Provider may use any analyses, designs, insights, feedback and other information developed and generated by Service Provider (“Service Provider Data”) which shall be made available to the Client on a limited, non-exclusive, non-transferable, non-sublicensable basis.

e.  Engagement of third-party. Service Provider may engage any third-party service provider to provide certain aspects of the Services, which may include software (“Third Party Software”), one or more images, audio files, tools, slideshows, videos and other audio-visual content (“Creator’s Content”). Client further agrees that the use of the Creator’s Content in the provision of Services are subject to final approval of the Client and Service Provider shall merely review the footage for artistic and creativity related inputs only. Client shall ensure that the Creator’s Content is used by the Client in compliance with applicable laws.

f. Client Cooperation and Obligations. Client agrees to reasonably cooperate with Service Provider as required or requested by Service Provider in the provision of the Services. Client agrees to notify Service Provider in writing promptly if Client becomes aware of any unauthorized access, disclosure of access keys to the Service Provider Technology or Service Provider Data. The Client shall not use the Service Provider Technology to evaluate its functionality, performance, or suitability for competitive or benchmarking purposes, including for developing or improving any similar application. The Client and the Authorized Users shall not modify, port, adapt, translate or create any derivative work based upon, 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 Client agrees not to combine the Services with any third-party software/hardware, application or process not authorized by Service Provider. In addition to Client's obligations set forth in the Agreement, Client shall designate and maintain an email address and phone number to receive form submissions and forwarded phone calls.

2.           Term and Termination.

a.  Term. The T&Cs shall come into effect and be applicable upon the execution of the Service Package by both the parties and shall continue to remain in effect for the Term as set out in the Service Package, unless terminated in accordance with the Agreement.

b.  Termination. The Agreement may be terminated (i) for convenience by either party after the end of the Initial Term or the then-current Renewal Term as set out in the Service Package by providing a prior written notice of at least thirty (30) days to the other party;(ii) for breach by the non- breaching party, if the other party breaches any term of these T&Cs that is uncured within 10 days after delivery of written notice of such breach, or 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. In the event that the Client terminates the Agreement at any time before the completion of the Initial Term or the then-current Renewal Term specified in the Service Package, the Client shall be liable to pay Service Charges for the remainder of the Initial Term or the then-current Renewal term, as applicable. This payment obligation is deemed to reasonably reflect the damage suffered by Megaphone Scale due to such termination. Furthermore, if the Client terminates the Agreement for convenience after the end of the initial term or the then-current Renewal Term with less than days' notice, the Client will be obligated to settle a final invoice equal to the monthly Service Charge.

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 Client, at any time or for any reason, Service Provider shall, in its sole discretion have the option to immediately stop providing the Services and terminate the Services.

g. Effect. Upon expiration or termination of this Agreement, (i) Client 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) Client shall immediately cease all use of Confidential Information shared by Service Provider and delete or destroy the Confidential Information of Service Provider in its possession or control, (iv) Service Provider shall immediately cease all use of Confidential Information shared by the Client and delete or destroy the Confidential Information of the Client in its possession or control, and (v) Service Provider and the Client mutually agree that any actions executed on the Client'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 Client 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 Service Charge through the termination date. Client shall not be entitled to a prorated Service Charge or to a refund of any fees or expenses, or any portion thereof, rendered to the Client pursuant to the Agreement. Upon the termination of the Agreement for any reason, the ad-driven landing page and all accounts will be disabled, and Client shall have no right to continued access to the Services, landing pages, ad copy, or accounts.

3.           Payment Terms.

a.       Fees. Client agrees to pay Service Provider the service charge for the Services as set forth in the Service Package (s) (the “Service Charge” or “Fees”). Fees are in the currency set forth in the Service Package (s) in the manner set out in the Service Package. Late accounts could cause project work to be discontinued until the account is brought current. Service Charge or Fees are payable in advance and payment is due immediately upon receipt of invoice by the Client. Payments for all media spends with respect to Google AdWords and/or Meta and/or any other platform shall be incurred by the Client (which will be billed direct through the relevant advertising platforms), which costs are not included in the Service Charge to be paid by the Client to the Service Provider. Client authorizes Service Provider (or its billing agents) until further notice, to charge the credit card or direct debit the bank account of the Client indicated in the authorization form according to the terms outlined in the Agreement towards the payment of Service Charge owed to Service Provider under this Agreement. Client agrees to notify Service Provider of any changes in the account information or termination of this authorization at least 30 days prior to the next billing date. Where the Client has approved to pay Service Charge owed to Service Provider by bank transfer, Service Provider will issue a tax invoice to the Client and the Client must pay those Service Charge within seven (7) days from the date of invoice. If payment is not received within this time frame Service Provider may suspend any and all Services as engaged by the Client at its absolute discretion until payment has been made.

b.      Client shall pay Service Provider in advance the Service Charge as set out in the Service Package on the Client’s Service Commencement Date. After such initial payment, Client shall pay the recurring monthly Service Charge payable in advance as set out in the Service Package, which will be charged to Client’s credit card or direct debit from Client’s account on file every 30 days for services that will be provided in the subsequent 30-day period.

c.   Upon request by Service Provider, Client will pay simple interest on a daily basis for any overdue amount, calculated at the rate of 4% per annum or the maximum lesser rate specified under Section 2 of the Penalty Interest Rates Act 1983 (Vic). For the purposes of this clause, "overdue amount" means an amount (or part thereof) that is not, or is no longer, disputed in accordance with this Agreement: (a) that is due and owing under a tax invoice (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) properly rendered by the Contractor in accordance with this Agreement ; (b) which has been outstanding for more than ten business days from the date of receipt of the correctly rendered invoice or the date that the amount ceased to be disputed, as the case may be.

d.  All payment obligations are non-cancellable, and all Service Charge paid to Service Provider are non-refundable except as expressly set forth in the Service Package.

e.  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 Client, and the Client shall pay such Taxes in accordance with the applicable law. If the Client 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 Client shall not offset, reduce, or withhold any amounts payable to Service Provider on account of Taxes.

f. The monthly Media Spends is set by the Client and is as specified in the Service Package. Any changes to the Media Spends must be approved by the Client in writing. The Media Spends shall be paid by the Client directly to the advertising network. The Client hereby grants Service Provider the explicit authorization to charge the Client's credit card in strict accordance with the stipulated terms within the Agreement. The Client assumes the responsibility to promptly notify Service Provider of any modifications to the account information or the rescission of this authorization, ensuring such notification is provided no less than 30 days prior to the subsequent billing date. Furthermore, the Client acknowledges and consents to the utilization of Zoho, Stripe, PayWay or its billing platforms for the collection and secure storage of pertinent information throughout the duration of this Agreement within Service Provider's database. Access to this information will be restricted to Service Provider's personnel on a need-to-know basis.

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 Client, or any social media account of the Client, or Client websites, or content made available by the Client to the general public (“Content”), including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content. Service Provider is hereby authorized by the Client to use the Content in provision of the Services. Client warrants, represents and undertakes that Client has full power and authority to enter into this Agreement; any Content does not and will not at any time (a) infringe any copyright, trademark, or patent or other intellectual property right of any third party;

(b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, censored content under applicable laws or unlawful; and (d) otherwise violate the rights of a third party.

b. Upon request or if identified as a Service in the Service Package, Service Provider may assist Client in preparing its Content for the provision of the Services. This assistance may include design, composition, text, literature and artwork. Service Provider retains all rights, including copyright, to all layouts and other elements that represent the creative effort of Service Provider or contain material prepared by Service Provider. Client acknowledges and agrees that: (i) 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 Client 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 Client with respect to the Content, the Client 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.  Client Content. The ownership to Confidential Information of the Client, or any Content, and any information directly related to the business of the Client including their ad accounts, that is shared with Service Provider (“Client Content”) shall remain with the Client and the Client retains all right, title and interest in and to the Client Content.

d. License. Client grants Service Provider a non-exclusive, royalty-free, fully paid up, worldwide, revocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, translate, store, process, publish, transmit, display, distribute and use the Client Content for providing and supporting the Services, to the Client, and for performing these T&Cs, including billing and support of Services. Client represents and warrants that it has all necessary rights, title, and interest in and to all Client Content, or any other content, which are provided to Service Provider hereunder. In the event that Client is not the sole and exclusive owner of the Client Content furnished to Service Provider, Client hereby represents and warrants that it has the rights, license and permission from the rightful owner to use the Client Content in a manner consistent with these T&Cs and in the provision of Services. Client shall protect, defend, and hold Service Provider harmless from any claim or suit arising from the use of such Client Content furnished by the Client.

e. Security Practices. Service Provider is committed to protecting the security of Client Content in accordance with industry standards, guidelines, checklist and applicable laws including data privacy laws. Service Provider uses administrative, physical and technical safeguards and procedures to help protect Client Content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws.

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 and Service Provider Data including any developments, enhancements, improvements and derivative works therein and thereto based on any feedback provided by the Client, which the Client agrees are the intellectual property of Service Provider (“Service Provider IP”). Subject to the limited license granted by Service Provider under these T&C’s, Client does not have any right, title or interest in or to any Service Provider IP. 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 Client. "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 Client Content.

g. Work Product and Inventions. Except as set forth below, and conditioned upon full payment of all applicable fees, all Services created specifically for Client pursuant to the Service Package by Service Provider (the “Work Product”) shall be considered “work made for hire” with all right, title and interest to such Work Product owned by Client. The Client shall have the right to use the Work Product or any part or parts thereof as it sees fit subject to the terms and conditions of the Agreement. At Client’s request, during and after the term of the Services, Service Provider shall, and hereby does, assign all its right, title, and ownership interest in, to, and under the Work Product to Client and shall assist and cooperate with Client in all respects, and shall execute documents, and shall take such further acts reasonably requested by Client to enable Client to acquire, transfer, maintain, perfect, and enforce its intellectual property rights and other legal protections for the Work Product, subject only to Client making full payment of all fees as invoiced by Service Provider to Client.

5.           Monthly Marketing Terms. Client 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.  Client 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 Client communication and change requests. However, change requests may take as long as 3 business days to complete. Client agrees to provide adequate written notice for time sensitive campaign updates.

d. Client acknowledges that, Service Provider has no control over the policies of search engines or advertising networks with respect to the type of sites and/or content that search engines accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine, advertising network, or directory and accordingly Service Provider shall not be responsible for the implications to the Services on account of the foregoing.

6. Indemnification.

a. Intellectual Property Infringement. Service Provider shall indemnify, hold harmless and defend the Client from and against any third party action, claim, suit or proceeding brought against the Client for any claim that the use of any Service Provider IP infringes patent or copyright, including for (i) all attorneys’ fees, and court or tribunal costs incurred by with respect to defense and settlement of such third party claim, (ii) any judgments, fines, costs and penalties awarded by any court or tribunal against the Client for such third party claim and (iii) any amounts paid in settlement of such third party claim as mutually agreed by Service Provider and the third party in such claim. The indemnification obligation of Service Provider herein is subject to the Client promptly notifying Service Provider and allowing authority to defend and control the defense of such claims, suits or proceedings. Client shall not settle any claim with respect to Service Provider IP, without the prior written approval of Service Provider. The indemnification right of the Client herein shall constitute the sole remedy of the Client with respect to any claims of Service Provider IP being in infringement of intellectual property rights of third parties. Provided that, the indemnification obligation in this Section 6.1 will not apply to the extent the infringement is caused by any of the following: (i) any Service Provider IP is modified in an unauthorized manner by the Client or any authorized representative of the Client (ii) any Service Provider IP is combined by the Client or any authorized representative of the Client with other software, hardware, application or process not authorized by Service Provider, (iii) Service Provider IP is used by the Client or any authorized representative of the Client in violation of these T&Cs.

b. Client agrees to defend, indemnify, and hold harmless Service Provider from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys' fees, arising from claims that the Client Content, or that the Client’s services, products or goods being advertised in the ads or campaigns, violate any applicable law or third-party rights, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; or Client’s violation of law; or violation of any copyright, patent, trademarks, or other intellectual property rights owned by third-parties; intentional act, omission or misrepresentation by Client; or breach of these T&Cs by Client, its agents, or employees.

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 CLIENT ANY SPECIFICATION REQUIRED, IN LINE WITH INDUSTRY STANDARDS, WITH RESPECT TO THE CLIENT EQUIPMENT FOR AVAILING THE SERVICES AND THE CLIENT SHALL ENSURE THAT SUCH SPECIFICATIONS ARE MET. SERVICE PROVIDER AGREES TO PROVIDE SUPPORT SERVICES, IF REQUIRED, TO THE CLIENT WITH RESPECT TO AVAILING THE SERVICES.

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 CLIENT OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THESE T&CS) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE PRIOR THREE (3) MONTHS BEFORE THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE T&CS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

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 Service Provider IP, 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 Client’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 Client’s content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws. The Client 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 is governed by and will be construed in accordance with the laws of Victoria. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria.

12. Export Control Laws. Client acknowledges that the services provided by Service Provider may be controlled by the laws of one or more countries governing technology use and transfer, including U.S. Export Administration Regulations, and that diversion contrary to such laws is prohibited. Client will not use or transfer any technology or data in violation of such laws. Client represents that it is not, and is not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions, or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and Client will not permit any Service Provider IP to be used for any purposes prohibited by law.

13. Marketing. During the Term, the Client grants Service Provider the right to use Client’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 Client’s standard trademark usage guidelines as provided to Service Provider from time to time.

14. Non-Disparagement. The Client agrees and acknowledges that the Client will not at any time, directly or indirectly, make, disclose, publish or communicate to any person or entity including on any social media or in any public forum any defamatory or disparaging, negative, harmful, or disapproving information, facts or remarks of any kind or nature, concerning Service Provider or its businesses or clients, products, services, or any of its employees, officers, shareholders, members or advisors management or any member of the board, that disparages the reputation of the aforementioned persons or Service Provider or its products and services. The Client acknowledges that a breach of this Section will result in irreparable harm which cannot be fully compensated by monetary damages. Accordingly, in addition to any other remedy, which may be available to it, Service Provider shall be entitled to injunctive relief to address any actual or threatened violation of this Section.

15.  Survival. Section 2(c), 2(e), 2(g), 4, 6, 7, 8, 9, 10, 11, 13, 14, 15 and 16 shall survive the expiration or termination of this Agreement.

16.  General.

a. Interpretation. All terms which are capitalized and not defined in these T&Cs shall have the meaning assigned to them in the Service Package.

b.  Parties. Service Provider and the Client are independent contractors. Nothing in this Agreement 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 Client 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&Cs 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&Cs shall remain in full force and effect.

e.  Force Majeure. If a party is unable to perform or is delayed in performing an obligation under this Agreement (other than an obligation to pay money) because of an event beyond that party’s reasonable control (“Force Majeure Event”), that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event. A Force Majeure Event means any act of God, fire, explosion, flood, war, acts of terrorism, theft, malicious damage, epidemic, pandemic, government regulations or requirement of restraint.

f. Assignment. Client may not assign this Agreement, in whole or in part, without Service Provider’s prior written consent. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

g. 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 Service Package, or to such other address as subsequently notified in accordance with this Section.