PIXIS TERMS AND CONDITIONS
The use of the services provided by Aiquire Inc., Leapus Technologies Private Limited, and Pixis AI Inc. (each individually and collectively referred to as “Pixis” or the “Pixis Group”) by you (“Customer,” “You,” “Your,” or “User”) shall be governed by these terms and conditions (the “T&Cs”), together with the applicable order form (each, an “Order Form”), the End User License Agreement (this “EULA”), the Privacy & Cookies Policy, the applicable Service Level Agreement (the “SLA”), and any amendments or addenda thereto (collectively, the “Agreement”). The Agreement governs Your installation, access to, and use of Pixis platforms (as defined below), including without limitation its proprietary software, platform, dashboards, user interfaces, associated services, deliverables, outputs, integrations, and documentation (collectively, the “Services”).
The Pixis Group entity executing the applicable Order Form shall be deemed the “Contracting Entity” for purposes of that Order Form and shall be solely responsible for invoicing, tax compliance, and primary performance of the Services thereunder.
Each of Pixis (as defined above) and the Customer may be referred to individually as a “Party” and collectively as the “Parties.”
BEFORE USING THIS PLATFORM AND/OR THE SERVICES OFFERED BY PIXIS, PLEASE CAREFULLY READ THIS AGREEMENT. BY USING OR ACCESSING OUR SERVICES OR PLATFORM IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE OUR SERVICES OR ACCESS THE PLATFORM. YOUR CONTINUED USE OF THE PLATFORM AND/OR SERVICES WILL BE DEEMED CONFIRMATION YOUR ACCEPTANCE OF THESE TERMS.
BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND YOU HAVE THE AUTHORITY TO ENTER INTO AND BE BOUND BY THIS AGREEMENT PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY PERSON OR ENTITY THAT YOU IDENTIFY TO US AS THE USER IN THE APPLICABLE PIXIS ACCOUNT RECORD, BILLING STATEMENT, ONLINE SUBSCRIPTION PROCESS OR ORDER. NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE NOT AVAILABLE TO CHILDREN UNDER 18 YEARS OF AGE.
ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW IN THE “DISPUTE RESOLUTION” SECTION.
1. Terms of Use.
1.1 Access and Use. The User may through its employees/consultants/contractors (“Authorized Users”), on a limited, non-exclusive, non-transferable, non-sublicensable, worldwide and revocable basis, access and use the Pixis platforms (“Platform(s)”) for the purpose of availing the Services in accordance with this Agreement and the Order Form. For Pixis to provide the Services, the User shall provide (i) access to their ad accounts as identified mutually between the Parties and (ii) media spends/ad spends for the digital marketing campaigns (“Media Spends”). The number of Authorized Users, API calls, or other usage parameters shall be set forth in the applicable Order Form.
1.2 Services. 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 User on a limited, non-exclusive, non-transferable, non-sublicensable basis. The Services provided through this Agreement is on an “as is” “as available basis” without any warrant on merchantability or desired outcome. The Service does not include manual data validation, legal review of advertising content, or guarantee of compliance with third-party platform requirements. Pixis shall not be liable for any consequences arising from inaccurate product data or third-party disapprovals or takedowns. Pixis shall from time to time, as required, communicate to the User any specification required, in line with industry standards, with respect to the Users equipment for availing the Services and the User shall ensure that such specifications are met. Pixis agrees to provide support services, if required, to the User with respect to availing the Services.
1.3 User Cooperation and Obligations. User agrees to reasonably cooperate with Pixis as reasonably required or requested by Pixis in the provision of the Services. User agrees to notify Pixis in writing promptly if User becomes aware of any unauthorized access, disclosure of access keys to the Pixis Platform(s) or dashboard or Pixis Data. The User shall not use the Pixis Platform(s) or dashboard to evaluate its functionality, performance or suitability for competitive or benchmarking purposes, including for developing or improving any similar application. The User and the Authorized Users shall not modify, port, adapt, translate or create any derivative work based upon, Pixis dashboard 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 dashboard or the software to the Services and the User agrees not to combine the Services with any third-party software/hardware, application or process not authorized by Pixis. User shall be solely responsible for: (a) the accuracy and completeness of the product data uploaded to the platform; (b) ensuring that creative content complies with applicable advertising laws, regulations, and third-party platform policies (including Meta's); and (c) maintaining the necessary rights and licenses for all content, trademarks, and product information submitted. User also acknowledges that content produced via the Platforms may originate from generative AI models trained on diverse public and proprietary datasets, and as such may include unintended references or hallucinations. Such content is provided "as-is" and should not be construed as legal, financial, or professional advice.
2. Content and Ownership.
2.1 General. Pixis does not have any control over the data, information and materials in any format, including text, images, photos, catalogs, videos and audio, or any other content that is derived from the ad accounts of the User, or any social media account of the User, or User websites, or content made available by the User to the general public and uploaded to, downloaded from, provided by, or appears in provision of the Services (“Content”) including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content. Pixis is hereby authorized by User to use the Content in provision of the Services.
2.2 User Content. The ownership to Confidential Information of the User, or any Content, and any information directly related to the business of the User including their ad accounts, that is shared with Pixis or that any Authorized User uploads, posts or provides on the Pixis dashboard (“User Content”) shall remain with the User and the User retains all right, title and interest in and to the User Content. Further, the User warrants, represents and undertakes that User has full power and authority to enter into this Agreement; any Content and/or User 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.
2.3 License. User 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 User Content for providing and supporting the Services, to the User, and for performing these T&Cs, including billing and support of Services. User represents and warrants that it has all necessary rights, title, and interest in and to all User Content, or any other content, which are provided to Pixis hereunder. In the event that User is not the sole and exclusive owner of the User Content furnished to Pixis, User hereby represents and warrants that it has the rights, license and permission from the rightful owner to use the User Content in a manner consistent with these T&Cs and in the provision of Services. User shall protect, defend, and hold Pixis harmless from any claim or suit arising from the use of such User Content furnished by the User.
2.4 Prohibited uses. User shall not use the Services or submit User Content in any manner that: (a) violates any applicable law or regulation; (b) infringes or misappropriates the intellectual property or proprietary rights of any third party; (c) is defamatory, obscene, indecent, harassing, threatening, or otherwise objectionable; (d) contains, promotes, or facilitates criminal activity; (e) depicts minors in a sexual or exploitative manner; (f) contains personal data of individuals without proper authorization or consent; (g) includes viruses, malware, or other harmful code; (h) interferes with the use or enjoyment of the Services by others or imposes an unreasonable load on the Service infrastructure. User further agrees not to: (a) engage in any fraudulent, deceptive, or harmful conduct in connection with the Services; (b) use the Services on behalf of any third party without express written consent; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (d) use any automated means, including scripts, bots, scrapers, or spiders, to access or interact with the Services; (e) frame or mirror any portion of the Platform without prior written authorization; (f) engage in unsolicited advertising or marketing through the Services. Pixis reserves the right, but has no obligation, to monitor use of the Services and to investigate and take appropriate legal action against any user who, in Pixis’s sole discretion, violates this Agreement, including removing User Content or suspending or terminating access to the Services. In addition, User acknowledges that Pixis may consult and cooperate as required with investigations by law enforcement, regulatory and governmental authorities
2.5 Right to Remove Content. Pixis reserves the right, at its sole discretion and without liability, to remove any User Content that it determines violates this Agreement or is otherwise objectionable. Pixis further reserves the right to disclose User’s identity if required by applicable law or if disclosure is necessary in connection with any claim regarding alleged infringement or violation of third-party rights.
2.6 Security Practices. Pixis is committed to protecting the security of User 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 User Content from accidental loss, and unauthorized access, use or disclosure in accordance with applicable laws.
2.7 Pixis Intellectual Property. 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 User, which the User agrees are the intellectual property of Pixis (“Pixis IP”). Subject to the limited license granted by Pixis under these T&Cs, User 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 User. "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 User Content.
2.8 Users acknowledge that third-party AI providers may assert rights or restrictions over generated content. Pixis makes no representation as to the assignability, exclusivity, or non-infringement of AI-generated content.
2.9 Work Product and Inventions. Except as set forth below, conditioned upon full payment of all applicable fees and to the extent permitted by applicable law, all deliverables created specifically for User 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 User. User 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 User’s request, during and after the term of the Services, Pixis shall, and hereby does, assign all its right, title, and ownership interest in, to, and under the Work Product to User and shall assist and cooperate with User in all respects, and shall execute documents, and shall take such further acts reasonably requested by User to enable User to acquire, transfer, maintain, perfect, and enforce its intellectual property rights and other legalprotections for the Work Product, subject only to User making full payment of all fees as invoiced by Pixis to User. Notwithstanding the foregoing, Pixis 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, or services (collectively, “Third-Party Technology”), the User 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. User is responsible for reviewing and complying with all applicable third-party license terms and agrees that Pixis shall have no liability for any claims, damages, or losses arising from the User’s use of such Third-Party Technology. Pixis disclaims any and all liability for the User’s use or misuse of such Third-Party Technology. Subject to third-party provider terms, as between Pixis and User, User retains all rights in and to content uploaded by User and output generated for User, except that Pixis and its third-party providers retain all rights in their respective underlying models, software, and algorithms. Pixis does not guarantee the continued availability of any third-party AI feature and may discontinue or modify such features at any time without liability.
3. Confidentiality.
3.1 Each party (a “Recipient”) agrees to protect and preserve the confidentiality of any Confidential Information (as defined below) of the other party (a “Discloser”) from unauthorized disclosure or use with at least the same degree of care that the Recipient applies to its own confidential information, but no less than reasonable care, and not to use or disclose to any person or entity any Confidential Information of the Discloser except in accordance with this Agreement. The Recipient may disclose Confidential Information of the Discloser to the directors, employees and contractors of the Recipient who are subject to obligations to maintain the confidentiality of the Confidential Information at least as protective as those contained in this Agreement and who have a bona fide need to know the Confidential Information to perform this Agreement. Provided however that the Recipient shall be responsible for all acts and omissions of all such persons. “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, credentials to the Pixis dashboard, User 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. Confidential Information shall not include information that: (i) is now or hereafter becomes part of the public domain through no act or failure to act of the Recipient, (ii) is information that the Recipient had rightfully in its possession without restriction as to use or disclosure before receiving such information from the Discloser, as evidenced by required documentation (iii) is hereafter rightfully obtained by the Recipient from a third party without restriction as to use or disclosure, provided that such third party is not known by the Recipient to be bound by a confidentiality agreement with respect to such information, or (iv) is information independently developed by the Recipient without any use of or reliance on the Discloser’s Confidential Information, as evidenced by required documentation. For clarity, all Pixis IP, Pixis pricing information are the Confidential Information of Pixis. In addition, the Recipient may disclose Confidential Information of the Discloser to the extent compelled by law or a court or other judicial or administrative body, provided that the Recipient notifies the Discloser of such compelled disclosure promptly and in writing (to the extent legally permitted) and reasonably cooperates with the Discloser, at the Discloser’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. All Confidential Information remains the sole property of the Discloser and/or the rightful providers (as the case may be). Nothing in this Agreement is intended to grant or does grant, either express, implied or otherwise, to a party any rights in or to the other party’s Confidential Information, except as expressly set forth in this Agreement. The Recipient shall use its best efforts to assist the Discloser in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, the Recipient shall advise the Discloser immediately in the event the Recipient learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and the Recipient will cooperate with the Discloser in seeking injunctive or other equitable relief against any such person. For avoidance of doubt, “Pixis” for purposes of this Section shall include the Pixis Group, and disclosure among Pixis Group entities for internal business, compliance, data-hosting, or service-delivery purposes shall not constitute a breach of this Agreement.
4. Payment Terms.
4.1 Fees. User shall pay Pixis the fees for the Services as specified in the applicable Order Form(s) (the “Fees”), in the currency stated therein. In the event the User fails to make payment of the Fees in accordance with the payment terms set forth in the relevant Order Form, any applicable late payment charges or penalties (“Late Fees”) as specified therein shall become due and payable.
4.2 If the User terminates the Agreement or any Order Form prior to the expiry of the Initial Term for any reason other than Pixis’ uncured material breach, the Customer shall, within ten (10) days of such termination, pay an early termination Fee equal to (i) all fees due and unpaid as of the termination date, plus (ii) 100% of the remaining fees payable for the balance of the Initial Term, which the parties agree constitutes a genuine pre-estimate of loss and not a penalty.
4.3 All payment obligations are non-cancellable, and all Fees paid to Pixis are non-refundable except as expressly set forth in the Order Form.
4.4 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 User, and the User shall pay such Taxes in accordance with the applicable law. If the User 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 User shall not offset, reduce, or withhold any amounts payable to Pixis on account of Taxes.
4.5 Disputes. User agrees to notify Pixis in writing of any invoice dispute, which will include the reasonable details of such dispute, within 10 calendar days following receipt of the invoice. If the User does not deliver a written dispute notice within such time, then the invoice will be deemed accepted. The parties agree to resolve any invoice dispute in good faith and promptly. User agrees to pay the undisputed portion of any invoice in accordance with its terms pending such invoice dispute resolution.
5. Warranty Disclaimer.
5.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND PIXIS MAKES NO REPRESENTATIONS OR GUARANTEES THAT THEY WILL MEET DESIRED OUTCOME, ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT THEY WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. USER ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY LAW, PIXIS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PIXIS TAKES NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR: (A) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, USER CONTENT AND OTHER CONTENT MAINTAINED BY THE SERVICES; (B) ANY CONTENT THAT USER, ANOTHER USER, OR A THIRD PARTY CREATES, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES; (C) THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (D) ANY HARM TO USER’S DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM USER’S ACCESS TO OR USE OF THE SERVICES; (E) THE OPERATION OR COMPATIBILITY OF THE SERVICES, INCLUDING ANY CONTENT, WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (F) ANY THIRD-PARTY SERVICES, PRODUCTS, ACTS, OMISSIONS OR POLICIES; AND (G) WHETHER OR NOT THE SERVICES WILL MEET USER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. USER ACKNOWLEDGES THAT THE USE OF THIRD-PARTY SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IMPOSED BY SUCH THIRD PARTIES, AND USER AGREES TO ABIDE BY SUCH TERMS. PIXIS SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, OR DISRUPTION CAUSED BY THE USE OF THIRD-PARTY SERVICES. USER ALSO ACKNOWLEDGES AND CONSENTS THAT CERTAIN DATA MAY BE TRANSMITTED TO AND PROCESSED BY THIRD-PARTY AI PROVIDERS IN ACCORDANCE WITH THEIR PRIVACY POLICIES. PIXIS SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD-PARTY PROVIDERS.
6. Indemnification.
6.1 To the extent permitted by applicable law, User agrees to defend, indemnify, and hold harmless Pixis and the Pixis Group and it’s affiliates including its officers, employees and representatives from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, attorneys’ fees and costs) arising out of or in any way connected with: (i) unauthorized or unlawful access to or use of the Services and any information obtained therefrom; (ii) User Content; (iii) any Content or data posted or used by User, or any other party's use of any Service with User’s credentials; and/or (iv) any breach of this Agreement, applicable law or regulation, unless arising directly from Pixis’s fraud, gross negligence, or wilful or criminal misconduct. User shall also indemnify, defend, and hold harmless Pixis and its third-party providers from any claims, losses, or damages arising out of or related to User’s use of third-party AI features, including any claim that content created or used by User infringes third-party rights or violates law.
6.2 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND ARISING OUT OF THIS AGREEMENT. EXCEPT FOR CLAIMS WITH RESPECT TO USER CONTENT INFRINGING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES AND BREACH OF CONFIDENTIALITY OBLIGATIONS OF THE PARTIES, THE AGGREGATE LIABILITY OF EACH PARTY, INCLUDING, WITH RESPECT TO PIXIS, THE APPLICABLE CONTRACTING ENTITY AND ANY OTHER MEMBER OF THE PIXIS GROUP, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER TO THE CONTRACTING ENTITY UNDER THE APPLICABLE ORDER FORM FOR THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
7. Termination.
7.1 The T&Cs shall be applicable immediately upon the execution of the Order Form by the User. The initial term of these T&Cs 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.
7.2 Termination for Cause. Either party may terminate this Agreement if the other party becomes the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not dismissed within 30 days.
7.3 Effect. Upon termination or expiration of this Agreement: (i) all rights to access or use the Services will terminate and we will cease providing the Services; (ii) you will timely pay all applicable Fees accrued but unpaid; (iii) all liabilities accrued before the date of termination or expiration will survive; and (iv) upon request, each receiving Party will return or destroy all copies of disclosing Party’s confidential information, except for one archival copy captured by system-backup media, provided that the backup media are maintained in confidence.
7.4 Survival. Upon any termination, discontinuation or cancellation of the Services, all provisions of this Agreement, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability and dispute resolution provisions.
7.5 Marketing. During the Term, the User grants Pixis the right to use User’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 user’s standard trademark usage guidelines as provided to Pixis from time to time.
8. Data collection and use.
8.1 Please refer to Pixis’s Privacy Policy (available here) for information about how Pixis collects, processes and transfers information about User and any data or content shared by User when User’s use our Platform and/or Services. Transfer and storage of information about User and any data or content shared by User whilst User’s use our Platform and/or Services, is governed by our Privacy Policy. User acknowledges and agrees that User’s use of our Platform and/or Services is subject to our Privacy Policy.
8.2 Pixis may use User Content in an anonymized manner for machine learning; in order to support and improve the Services and User hereby consents to such retention and use of the User Content.
9. Third-Party Links. Certain content, products and services available via Pixis’s Service may include materials from third parties may incorporate functionality of, or enable access to, certain third‑party tools, systems, applications and/or platforms (including certain third‑party artificial intelligence models, algorithms, and platforms) (“Third‑Party Services”). Third-party links on the Platform may direct the User to third-party Platforms that are not affiliated with us. Pixis is not responsible for examining or evaluating the content or accuracy and Pixis does not warrant and will not have any liability or responsibility for any third-party materials or Platforms, or for any other materials, products, or services of third parties. Pixis is not liable for any harm or damage related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party Services. Please review carefully the third-party's policies and practices and make sure the User understands them before the User engages in any transaction. Complaints, claims, concerns, or questions regarding Third-Party Services shall be directed to the third-party. Users agree to comply with all third-party terms and acceptable use policies applicable to such third-party AI tools. Pixis reserves the right to suspend, limit, or modify access to any third-party AI feature in the event of breach of third-party terms, changes in third-party provider availability, or legal/regulatory requirements. Pixis does not guarantee the accuracy, legality, or reliability of any content or output generated by third-party AI tools. User acknowledges that such output is generated by third-party algorithms and is provided ‘as is. User is solely responsible for reviewing, validating, and using any AI-generated content, and for ensuring such use complies with applicable laws and does not infringe any third-party rights.
10. Open-Source Software. Certain or all features or aspects of the Services may be derived from the use of "open source”, or “free software” and User acknowledges and agrees that the Services carry no warranty of originality or copyrightable content. Further, the use of Services is subject to "open source" or “free software” licenses or other similar licenses (collectively, "Open Source"). The Open-Source license terms are not intended to be replaced or overridden by the license and other terms of this Agreement; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in this Agreement limit User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable Open-Source license. If required by any license for particular Open-Source Software, Pixis may make such Open-Source Software, and Pixis’s modifications to that Open-Source Software, available upon written request at the address specified by the User.
11. CONTACT INFORMATION. If you have any questions, complaints or claims with respect to this Agreement and/or the Services, please contact us via email at support@pixis.ai or by mail at the address of the applicable Contracting Entity, which may be one of the following Pixis Group entities:
Aiquire Inc.: 21 W 46TH ST STE 0801, New York, NY 10036 (USA)
Leapus Technologies Private Limited: Sai, No. L-172, 5th Main, Service Road, Sector-6, HSR Layout, Bangalore, Bangalore, Karnataka, India, 560102
Pixis AI Inc.: 131, Continental Drive, Suite 301, City of Newark, County of New Castle and Zip Code of 19713
12. General
12.1 Interpretation. All terms which are capitalized and not defined in this Agreement shall have the meaning assigned to them in the Order Form.
12.2 Parties. Pixis and the User 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.
12.3 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 THIS CONTRACT 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 ENDEAVOUR 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. THIS AGREEMENT 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 THIS AGREEMENT 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 THIS AGREEMENT WITHOUT FIRST SUBMITTING SUCH MATTER TO ARBITRATION.
12.4 Export Control Laws. User 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. User will not use or transfer any technology or data in violation of such laws. User 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 User will not permit any Pixis IP to be used for any purposes prohibited by law. Users agree not to use or permit the use of the Services in violation of any applicable export control, sanctions, or embargo laws, and acknowledges that access to certain AI features may be restricted based on jurisdiction.
12.5 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 Customer 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.
12.6 Severability. If any provision of this Agreement 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 this Agreement shall remain in full force and effect.
12.7 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.
12.8 Multiple Pixis Entities. References to “Pixis” in this Agreement shall be deemed to refer collectively to the Pixis Group, and where context requires, to the applicable Contracting Entity as identified in the relevant Order Form. All protections, rights, limitations of liability, indemnities, and disclaimers in this Agreement shall apply to and benefit each member of the Pixis Group and their respective officers, directors, employees, and affiliates.