Terms and Conditions

1.1. Advertiser and Pixis agree that the Advertiser hereby engages Pixis to perform, and Pixis shall perform, the services as may be required from time to time by the Advertiser, including those set forth more specifically on Exhibit A (the “Services”).

1.2. Recommended Services. During the term of the Services, Pixis may recommend services that are not included in this T&Cs. In the event that Advertiser chooses to utilize any of the recommended services, Advertiser is responsible for all associated costs.

1.3. Content & Media Requirements. Advertiser agrees that any content, media, landing pages, emails, other collateral, and additional services not outlined in the included Services shall be billed separately. All images, graphics, logos, and pictures shall be provided by the Advertiser or stock photos shall be utilized at Advertiser discretion.

1.4. Call Tracking Software. Pixis may choose to provide access to Call Tracking Software, referenced and further set out in Exhibit D.

2.1. Term. The T&Cs shall commence immediately upon the acceptance of the T&Cs and shall continue for a period of 3 months (the “Initial Term”) after the paid advertising campaign(s) are approved and launched. After the expiration of the Initial Term, the T&Cs shall automatically renew for successive month-to-month terms, unless and until terminated by either Party as set forth herein.

2.2. Either Party may terminate the Services, without cause, by giving the other Party at least thirty (30) days prior notice in writing.

2.3. Pixis shall have the option to suspend or discontinue its Services and cancel any account that has one (1) invoice outstanding and is past due. In the event that a stop-work order is put through Pixis’s system, all Advertiser campaigns shall be paused, all access to reporting shall be disabled, all assets purchased through Pixis shall be disabled, and all call-tracking numbers shall be disabled until the account becomes current. Pixis reserves the right to turn all delinquent accounts over to a third-party collection’s agency.

2.4. In the event that a network ceases to offer or provide access or refuses service to Advertiser, at any time or for any reason, Pixis shall have the option to immediately stop providing the Services and terminate the Services.

3.1. Advertiser shall pay Pixis an initial fee as set out in the invoice (the “Campaign Creation Fee”) upon acceptance of the T&Cs. Advertiser shall pay the monthly management fee (“Monthly Management Fee”) as set out in the invoice one month after the acceptance of the T&Cs and on the same date of each month thereafter, as long as the Launch Date happens within one month of the Effective Date. The Launch Date shall be defined as the date Advertiser approves the campaign(s). Advertiser authorizes Pixis to bill Advertiser accordingly: (i) the Campaign Creation Fee within one business day of Advertiser accepts these T&Cs; and (ii) the Monthly Management Fee for each successive month on and after the Launch Date. The fee schedule is more fully set forth on Exhibit B and Exhibit E.

3.2. Advertiser acknowledges the Monthly Management Fee for the Services includes an amount that is calculated as a Percentage of Approved Monthly Ad Spend. Advertiser agrees that any increase in the Approved Monthly Ad Spend shall result in an immediate increase in the Monthly Management Fee according to the agreed upon Percentage of Approved Monthly Ad Spend as defined in Exhibit B. All paid fees are non- refundable.

4.1. Except for license grant(s), Advertiser shall solely and exclusively own all rights, title, and interest in and to any elements of text, graphics, photographs, designs, trademarks, ad copy, keywords, keyword phrases, or any other content (“Advertiser Intellectual Property”) furnished to Pixis.

4.2. Advertiser hereby grants to Pixis a nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Advertiser’s Intellectual Property solely for the purpose of performing the Services.

4.3. Advertiser represents and warrants that it has all necessary rights, title, and interest in and to all content, artwork, and designs, including text, images, ad copy, keywords or keyword phrases, 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 Intellectual Property furnished to Pixis, Advertiser shall have permission from the rightful owner to use the Intellectual Property in any way and at its sole discretion. Advertiser shall protect, defend, and hold Pixis harmless from any claim or suit arising from the use of such Advertiser Intellectual Property furnished by the Advertiser.

5.1. No person or agency may make changes to the campaign or campaign assets without the prior written approval of Pixis.

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

5.3. 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 notice for time sensitive campaign updates.

5.4. 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.

5.5. 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.

6.1. Except as set forth below, and conditioned upon full payment of all applicable fees, all Services created for Advertiser 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.

6.2. 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.

Advertiser shall provide to Pixis access to any existing infrastructure, accounts, online properties, profiles, or applications as well as any information necessary to perform the Services.

8.1. 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 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 breach of these T&Cs by Advertiser, its agents, or employees.

8.2. Pixis agrees to defend, indemnify, and hold harmless Advertiser from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys’ fees, arising from Pixis gross negligence or willful misconduct of Pixis, its agents, contractors, or employees. Pixis shall not be liable for any third-party claims that arise out of Pixis performance of any Services pursuant to instructions provided by Advertiser.

ALL DELIVERABLES AND SERVICES ARE PROVIDED “AS-IS” 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.

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&CSREGARDLESS 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&CSIS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.1. Each Party acknowledges that it shall have access to certain confidential information of the other Party, including the terms and conditions of these T&Cs. “Confidential Information” includes all nonpublic,confidential, or proprietary information disclosed by the other Party or identified by a Party as confidential.

11.2. 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.

11.3. 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.

These T&Cs shall be governed by and construed in accordance with the laws of the state of Arizona, without reference to its conflict of law provisions. With respect to any litigation based on, arising out of, or in connection with the T&Cs, Advertiser expressly submits to the personal jurisdiction of the state and federal courts in Maricopa County, Arizona.

13.1. Any dispute or claim arising out of or in connection with any provision of the T&Csshall be finally settled by binding arbitration in Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by one arbitrator appointed in accordance with such rules. The arbitrator shall apply the laws of the State of Arizona to the resolution of any dispute without giving effect to the principles of conflict of laws or rules of statutory arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction under the terms of the T&Cs.

13.2. Notwithstanding the foregoing, the Parties may apply to a court with jurisdiction under the terms of these T&Cs for preliminary or interim equitable relief, or to compel arbitration. To the extent court action is permitted, the Parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts of Maricopa County, Arizona. The Parties waive all objections and defenses based upon lack of personal jurisdiction in such courts. The Parties further agree to waive the right to a jury in any court trial or proceeding.

In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision(s), then: (i) such provision(s) shall be excluded from these T&Cs; (ii) the balance of these T&Cs shall be interpreted as if such provision(s) were so excluded; and (iii) the balance of these T&Cs shall be enforceable in accordance with its terms.

Advertiser may not assign these T&Cs, in whole or in part, without Pixis’s prior written consent.

Pixis may choose to provide access to Call Tracking Software. Advertiser is responsible for individual usage rates which amount to $0.04 a minute and $2 per tracking number, per month. Usage rates are direct-billed to the Advertiser by the Call Tracking Software. Usage rates are subject to change and are separately billed by the chosen provider. When a campaign is paused, CTM services, including the number and any data associated to the number, will be terminated.

Pixis strongly recommends that Advertiser authorize the use of Call Tracking Software and call recording in order to equip the Pixis team to properly measure inbound call quality. Advertiser understands that refusing to utilize Call Tracking Software and/or call recording may inhibit the ability to properly manage and optimize the campaign. In order to comply with state and federal laws, Pixis adds a recorded message to the beginning of all recorded calls that alerts callers the call may be recorded for quality and training purposes. Advertiser should be aware of state and federal regulations surrounding Call Tracking Software and recorded calls.

Call Tracking Metrics bills in increments of $25. Please expect to see a $25 charge on your credit card statement should you choose to utilize this service.