Terms and Conditions

1.1 Access and Use. For Pixis to provide the Services, the User shall provide (i) access to their ad accounts as required for the Services; and (ii) media spends for the digital marketing campaign (“Media Spends”).

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. 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. User agrees to reasonably cooperate with Pixis as reasonably required or requested by Pixis in the provision of the Services.

2.1 General. Pixis does not have any control over the data, information and materials in any format, including text, images, photos, videos and audio, that is derived from the ad accounts of the User 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.

2.2 User Content.The ownership to Confidential Information of the User or any information directly related to the business of the User including their ad accounts, that is shared with Pixis or that the User through their authorized representatives (“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.

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, including Pixis Data, to the User, and for performing this Agreement, including billing and support of Services.

2.4 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. Pixisuses 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.

2.5 Ownership. The User retains all right, title and interest in and to the creatives, if any, generated pursuant to the Services including any developments, enhancements, improvements and derivative works therein and thereto. Pixis retains all right, title and interest in and to any dashboard provided to the User. 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 this Agreement, User does not have any right, title or interest in or to any Pixis IP.

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.

4.1 Fees. User agrees to pay Pixis the fees for the Services as set forth in any order form/ RO/ as agreed in writing between the User and Pixis(the “Fees”). The User hereby authorizes Pixis to levy the applicable Fee by way of charge to the credit card of the User. Late accounts could cause project work to be discontinued until the account isbrought current. Pixis shall issue an invoice to the User upon payment of the Fees. Payments for all media spends shall be incurred by the User, which costs are not included in the Fees.

4.2 All payment obligations are non-cancellable, and all Fees paid to Pixis are non-refundable.

4.3 Fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority.

5.1 Pixis warrants that the Services will perform substantially in accordance with this Agreement. This limited warranty is void in case of any use of the Services in conjunction with another product or service not recommended by Pixis, modification by the user, any Authorized User or a third party not authorized by Pixis, force majeure, or any breach of the terms herein the User or any Authorized User. In the event of a warranty claim, User’s sole and exclusive remedy shall be re-performance of the Services.

6.1 Intellectual Property Infringement.Pixis shall indemnify, hold harmless and defend the User from and against any third party action, claim, suit or proceeding brought against the User 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 User 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 User promptly notifying Pixis and allowing authority to defend and control the defense of such claims, suits or proceedings. User shall not settle any claim with respect to Pixis IP, without the prior written approval of Pixis. The indemnification right of the User herein shall constitute the sole remedy of the User 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 User or any Authorized User (ii) any Pixis IP is combined by the User or any Authorized User with other software, hardware, application or process not authorized by Pixis, (iii) Pixis IP is used by the User or any Authorized User in violation of this Agreement.

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 Pixis IP infringing intellectual property rights of third parties and breach of confidentiality obligations of the parties, each party’s aggregate liability under this agreement shall be limited to the fees paid by the User for service availed pursuant to this Agreement, Order Form and the relevant RO for the six months immediately prior to the event giving rise to the claim.

7.1 Term.The term of this Agreement shall be for a period of 30 days from the date of execution. This Agreement shall be automatically renewed for further terms of 30 days each, unless either Party intimates the other for termination at least 10 days prior to the renewal date of the Agreement.

7.2 Termination. This Agreement may be terminated (i) for convenience by either party after providing written notice in accordance with clause 7.1 above; (ii) for breach by the non-breaching party, if the other party breaches any term of this Agreement that is uncured within 10 days after delivery of written notice of such breach, or (iii) by either party, 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 expiration or termination of this Agreement, (i) User will pay Pixisany 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) User 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 User and delete or destroy the Confidential Information of the User in its possession or control.

7.4 Survival. Section 3, 6 and 9 shall survive the expiration or termination of this Agreement.

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.

9.1 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.

9.2 Dispute Resolution.This Agreement shall be governed by the laws of Maryland, United States. 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, the application of which is expressly excluded. In the event of a dispute regarding this Agreement (a “Dispute”), a party will provide the other party with written notice of the Dispute as soon as practicable, and the parties agree to exercise commercially reasonable efforts to resolve the Dispute amicably through their designated officers. A Dispute that cannot be resolved within 30 (Thirty) days following the discussions contemplated by the prior sentence will, upon written demand of either party, be resolved exclusively by the Judicial Arbitration and Mediation Service by a single arbitrator pursuant to the arbitrator’s Comprehensive Arbitration Rules and Procedures then in effect in Maryland, United States. The arbitration will be conducted and all evidence will be submitted in the English language. Each party shall bear its own costs and expenses, and the two parties will share equally the fees and costs of the arbitrator. The award rendered in the arbitration may be enforced in any court of competent jurisdiction. 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, which remedy will be cumulative and not exclusive. The parties hereby waive their respective rights to trial by jury in any action or proceeding regarding this agreement. Client agrees that it will not commence or participate in a class action against Pixis. If any action is pursued to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which such party may be entitled.

9.3 Amendments and Waivers. Any amendment of this Agreement will be effective if made in writing and signed by an authorized representative of each party. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

9.4 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.

9.5 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.