Pixlwall Advertising Program Terms

These Pixlwall Advertising Program Terms (“Terms”) are entered into by Pixlwall and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Pixlwall ’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, “Programs”). Please read these Terms carefully. They require the use of binding arbitration to resolve disputes.

1 Programs

Customer authorizes Pixlwall and its affiliates to place Customer’s advertising materials, feed data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Pixlwall or its affiliates on behalf of Pixlwall or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Pixlwall and its affiliates to use automated tools to format Ads. Pixlwall and its affiliates may also make available to Customer certain optional Program features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and Destinations. Pixlwall and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any reason. For example an Ad or Target may be rejected or removed by Pixlwall if it violates the Policies or if Pixlwall believes the Ad or Target would expose Pixlwall or a Partner to liability. Pixlwall and its affiliates may modify or cancel Programs at any time. Customer acknowledges that Pixlwall or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

2 Policies

Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Pixlwall policies available at , and all other policies made available by Pixlwall to Customer, including Partner policies, and to the extent applicable, the Pixlwall (in each case, as modified from time to time, “Policies”). Customer also authorizes Pixlwall to modify Ads as described in Policies. In connection with the Program, Pixlwall advertisers will comply with the Pixlwall Privacy Policy (as modified from time to time). Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Pixlwall advertising-related information from any Property except as expressly permitted by Pixlwall ., or (iv) attempt to interfere with the functioning of the Programs. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Pixlwall.
Ads must not discriminate or encourage discrimination against people based on personal attributes such as race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, violence, illegal practices, medical or genetic condition.

3 Ad Serving

(a) Customer will not provide Ads that contain or connect to malware, spyware, unwanted software or any other malicious code or knowingly breach or circumvent any Program security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third-party Ad serving and only if the Ad server has been authorized by Pixlwall to participate in the Program

4 Ad Cancellation

Unless a Policy, the Program user interface, or an agreement then Customer is responsible for any cancellation fees communicated by Pixlwall to Customer, and the Ad may still be published. Customer must effect cancellation of Ads with notice to Pixlwall via email to ads-support@Pixlwall .com (collectively, the “Ad Cancellation Process”).

5 Warranty, Rights, and Obligations

Customer warrants that (a) Customer holds, and hereby grants Pixlwall , its affiliates and Partners, the rights in Ads, Destinations, and Targets for Pixlwall , its affiliates and Partners to operate the Pixlwall Programs (including, in the case of feed data, after Customer ceases to use the Programs), and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes Pixlwall and its affiliates to automate retrieval and analysis of, and create test credentials to access, Destinations for the purposes of the Programs. By providing any mobile or other telephone number to Pixlwall in connection with the Programs, Customer authorizes Pixlwall , its affiliates and their agents to call and send text messages (for which standard message and data rates may apply) to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the Programs. However, Pixlwall will not rely on this permission to initiate autodialed calls or text messages for marketing purposes. Customer further authorizes Pixlwall , its affiliates and their agents to send electronic mail to Customer for purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to Advertiser, as applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound.

6 Disclaimers

(a) TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 9(b) BELOW, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 9(b) BELOW, THE PROGRAMS AND PIXLWALL , ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF PIXLWALL , ITS AFFILIATES OR PIXLWALL ’S PARTNERS MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. (b) CERTAIN LAWS OF THE JURISDICTION IN WHICH CUSTOMER RESIDE, SUCH AS COUNTRY CONSUMER LAW, MAY CONFER RIGHTS AND REMEDIES AND IMPLY TERMS INTO THESE TERMS THAT CANNOT BE EXCLUDED. THOSE RIGHTS, REMEDIES, AND IMPLIED TERMS ARE NOT EXCLUDED BY THESE TERMS. TO THE EXTENT THAT THE RELEVANT LAWS PERMIT PIXLWALL TO LIMIT THEIR OPERATION, PIXLWALL ’S LIABILITY UNDER THOSE LAWS WILL BE LIMITED AT ITS OPTION, TO THE SUPPLY OF THE SERVICES AGAIN, OR PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

7 of Liability

EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 14(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW BUT ALWAYS SUBJECT TO SECTION 8(b): (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY: (I) LOSS OF PROFIT; (II) LOSS OF ANTICIPATED SAVINGS: (III) LOSS OF BUSINESS OPPORTUNITY; (IV) LOSS OF OR CORRUPTION OF DATA; (V) LOSS OR DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (VI) INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES; SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE IN CONTEMPLATION OF THE PARTIES AT THE DATE THESE TERMS WERE ACCEPTED BY CUSTOMER.

8 Indemnification

Customer will defend, and indemnify Pixlwall , its Partners, agents, affiliates, and licensors (each an “Indemnified Person”) against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer, except in relation to each Indemnified Person, to the extent that the third party claim or liability arises as a direct result of: (a) that Indemnified Person’s negligence or misconduct; or (b) that Indemnified Person’s breach of the Terms. Partners are intended third-party beneficiaries of this Section.

9 Changes to Terms

Pixlwall may make non-material changes to these Terms at any time without notice, but Pixlwall will provide advance notice of any material changes to these Terms. The Terms will be posted on the website. The changes to the Terms will not apply retroactively and will become effective no less than 7 days after notice. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to Pixlwall ’s terms and conditions then in effect for the Programs. Pixlwall may suspend Customer’s ability to participate in the Programs at any time, for example, in the event of payment issues, suspected or actual violations of the Policies or these Terms or for legal reasons. In all cases, the running of any Customer campaigns after termination is in Pixlwall ’s sole discretion.

10 DISPUTE RESOLUTION AGREEMENT

Negotiation. In the event any dispute arises out of or in connection with these Terms (each, a “Dispute”), the parties will make good faith efforts to resolve the Dispute within 60 days of written notice of the Dispute from the other party. If the parties are unable or unwilling to resolve the Dispute in that time, the Dispute will be finally determined by arbitration administered by the International Centre for Dispute Resolution (“ICDR”) under its International Arbitration Rules (“Rules”). This agreement to arbitrate is intended to be broadly interpreted and, among other claims, applies to any claims brought by or against (i) Pixlwall , Pixlwall affiliates that provide the Programs to Customer or Advertiser, Pixlwall parent companies, and the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities and (ii) Customer or Advertiser, the respective affiliates and parent companies of Customer or Advertiser, and the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities.

11 Miscellaneous

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY FLORIDA LAW, EXCLUDING FLORIDA’S CONFLICT OF LAWS RULES, EXCEPT TO THE EXTENT THAT FLORIDA LAW IS CONTRARY TO OR PREEMPTED BY FEDERAL UNITED STATES LAW. (b) EXCEPT AS PROVIDED IN SECTION 13, SOLELY IN THE EVENTIS NOT ENFORCED AS TO A PARTICULAR CLAIM OR DISPUTE, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF FLORIDA THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THESE COURTS. (c) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects. (d) Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach, or must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact or other address on file). The email address for notices being sent to admin@Pixlwall .com. All other notices to Customer will be in writing and sent to an email address associated with Customer’s account. All other notices to Pixlwall will be in writing and addressed to Customer’s primary contact at Pixlwall or other method made available by Pixlwall . Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Pixlwall under Section 12, any amendment must be agreed to by both parties and must expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party save that (A) Pixlwall may assign all or part of its rights and/or obligations under these Terms to an affiliate if Pixlwall has notified Customer of the assignment, and (B) Customer may assign all of its rights and obligations under these Terms to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains liable for obligations under these Terms if the assignee defaults on them, and (III) Customer has notified Pixlwall of the assignment. (i) These Terms do not create any agency, partnership or joint venture among both parties. Except for payment obligations, no party or its affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.