Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between Mixo Ads Inc., a Delaware corporation (“Mixo Ads,” “we,” “us,” or “our”) and you, whether personally or on behalf of an entity (“you,” “your,” “Client,” or “Customer”), concerning your access to and use of our AI-powered advertising platform, managed services, websites, and any other services we provide (collectively, the “Services”).

By accessing or using our Services, executing an Order Form or Statement of Work, or clicking “I Agree” or similar, you accept and agree to be bound by these Terms. If you disagree with any part of these Terms, you must not access or use our Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

2. Services Description

2.1 Managed Advertising Services

Mixo Ads provides AI-enhanced managed advertising services including but not limited to:

• Strategic campaign planning and consultation
• Multi-channel campaign execution across digital advertising platforms
• Creative development and optimization
• Audience targeting and segmentation
• Budget management and optimization
• Performance monitoring and reporting
• Account management and support

2.2 Platform Access

Certain clients may receive access to our proprietary platform for:

• Campaign performance monitoring
• Report generation and analytics
• Creative asset management
• Budget and billing visibility
• Collaboration tools
• API access (where applicable)

2.3 Service Levels

Specific service levels, deliverables, and performance commitments are defined in individual Order Forms or Statements of Work (“SOW”) executed between Mixo Ads and Client. In case of conflict, the order of precedence is: (1) Order Form/SOW, (2) Data Processing Agreement (if applicable), (3) these Terms.

3. Account Registration and Security

3.1 Account Creation

To access certain Services, you must register for an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Immediately notify us of any unauthorized use or security breach

3.2 User Responsibilities

You are responsible for:

• All activities conducted through your account
• Maintaining appropriate security measures for your systems
• Ensuring authorized users comply with these Terms
• Managing access permissions for your team members
• Protecting any API keys or credentials we provide

3.3 Account Suspension

We reserve the right to suspend or terminate accounts that:

• Violate these Terms or applicable laws
• Engage in fraudulent or deceptive practices
• Pose security risks to our systems or other users
• Fail to pay fees when due
• Remain inactive for extended periods

4. Fees and Payment

4.1 Service Fees

Fees for Services are specified in applicable Order Forms or SOWs and may include:

• Management fees (percentage of ad spend or fixed fees)
• Platform access fees
• Setup and onboarding fees
• Creative development fees
• Consultation and strategic planning fees
• Custom development or integration fees

4.2 Advertising Spend

In addition to service fees, you are responsible for:

• All advertising spend on third-party platforms
• Data costs from third-party providers
• Any platform-specific fees or charges
• Applicable taxes on ad spend

4.3 Payment Terms

Unless otherwise specified in an Order Form:

• Invoices are issued monthly
• Payment is due within 30 days of invoice date
• Late payments accrue interest at 1.5% per month or maximum allowed by law
• We may suspend Services for overdue accounts exceeding 60 days
• You are responsible for all collection costs and attorneys’ fees

4.4 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes including:

• Sales and use taxes
• Value-added taxes (VAT)
• Goods and services taxes (GST)
• Withholding taxes (with appropriate documentation)
• Digital services taxes

5. Acceptable Use Policy

5.1 Prohibited Uses

You agree not to use our Services to:

• Violate any applicable laws or regulations
• Infringe intellectual property or privacy rights
• Distribute malware, viruses, or harmful code
• Engage in fraudulent or deceptive advertising
• Promote illegal products or services
• Target prohibited categories (tobacco, firearms, etc. as defined in platform policies)
• Circumvent platform policies or our security measures
• Harvest or collect data without authorization
• Interfere with or disrupt our Services or servers

5.2 Content Standards

All advertising content must:

• Be truthful and not misleading
• Comply with applicable advertising laws and regulations
• Respect intellectual property rights
• Meet platform-specific content policies
• Include required disclosures and disclaimers
• Be appropriate for intended audiences
• Not contain prohibited content categories

5.3 Industry-Specific Compliance

Clients in regulated industries must ensure compliance with:

• Financial services regulations (FINRA, CFPB, etc.)
• Healthcare advertising laws (FDA, HIPAA, etc.)
• Educational regulations (Title IV, etc.)
• Gambling and gaming restrictions
• Political advertising requirements
• Children’s privacy laws (COPPA, etc.)

6. Client Obligations

6.1 Information and Materials

You agree to provide:

• Accurate business and contact information
• Necessary creative assets and brand materials
• Access to required accounts and platforms
• Timely approvals and feedback
• Valid payment information
• Required legal and compliance documentation

6.2 Cooperation

You agree to:

• Respond promptly to our requests for information
• Participate in scheduled calls and meetings
• Review and approve materials within agreed timeframes
• Provide necessary access to systems and data
• Cooperate with campaign setup and optimization

6.3 Representations and Warranties

You represent and warrant that:

• You have all necessary rights to the content and materials you provide
• Your use of Services will comply with all applicable laws
• You have obtained necessary consents for data collection and use
• Your advertising claims are truthful and substantiated
• You will maintain appropriate licenses and permits
• You will not use Services for unauthorized or illegal purposes

7. Intellectual Property Rights

7.1 Mixo Ads Property

We retain all rights, title, and interest in:

• Our platform, software, and technology
• Proprietary algorithms and methodologies
• Reports, analyses, and insights we generate
• Our trademarks, logos, and brand materials
• Pre-existing materials and templates
• Improvements and derivatives of our property

7.2 Client Property

You retain all rights to:

• Your trademarks, logos, and brand materials
• Content and creative assets you provide
• Your products and service offerings
• Your customer and business data
• Pre-existing materials you provide

7.3 License Grants

To Mixo Ads: You grant us a worldwide, non-exclusive license to use your materials and data as necessary to provide the Services, including rights to:

• Display your ads on advertising platforms
• Use your trademarks in connection with Services
• Create derivative works for campaign optimization
• Analyze your data for performance improvement
• Include anonymized performance data in benchmarks

To Client: We grant you a limited, non-exclusive license during the term to:

• Access and use our platform for authorized purposes
• Use reports and deliverables for internal business purposes
• Display our attribution where contractually required

7.4 Feedback and Suggestions

Any feedback, suggestions, or recommendations you provide become our property. We may use this feedback without restriction or compensation to you.

8. Confidentiality

8.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other, including:

• Business strategies and plans
• Financial information
• Customer data and lists
• Technical information and trade secrets
• Pricing and contract terms
• Performance data and analytics

8.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party’s Confidential Information
• Use Confidential Information only for permitted purposes
• Protect Confidential Information with reasonable security measures
• Limit disclosure to employees with a need to know
• Promptly notify of any unauthorized disclosure

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order (with notice where permitted)

9. Data Processing and Privacy

9.1 Data Processing

Our processing of personal data is governed by:

• Our Privacy Policy (available at www.mixoads.com/privacy)
• Applicable Data Processing Agreement (where required)
• Relevant privacy laws including GDPR, CCPA, and others

9.2 Client Data

You retain ownership of your data. You grant us rights to process your data as necessary to provide Services. We will:

• Process data according to your instructions
• Implement appropriate security measures
• Assist with privacy compliance obligations
• Delete or return data upon termination (subject to legal requirements)

9.3 Aggregated Data

We may create and use aggregated, anonymized data for:

• Improving our Services and algorithms
• Developing industry benchmarks and insights
• Research and development purposes
• Marketing and promotional materials

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party warrants that it:

• Has the legal right and authority to enter this Agreement
• Will comply with applicable laws in performance of obligations
• Will perform obligations in a professional manner

10.2 Service Warranties

We warrant that Services will be performed:

• In a professional and workmanlike manner
• In accordance with industry standards
• By qualified personnel with appropriate expertise
• In material compliance with specifications in Order Forms/SOWs

10.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR COMPLETENESS OF DATA
• UNINTERRUPTED OR ERROR-FREE SERVICE
• SPECIFIC RESULTS OR OUTCOMES

WE DO NOT WARRANT OR GUARANTEE:

• SPECIFIC ADVERTISING PERFORMANCE OR ROI
• THIRD-PARTY PLATFORM AVAILABILITY
• PROTECTION AGAINST ALL SECURITY THREATS
• COMPLIANCE WITH YOUR SPECIFIC REQUIREMENTS

11. Indemnification

11.1 Client Indemnification

You agree to defend, indemnify, and hold harmless Mixo Ads, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Your advertising content and campaigns
• Infringement of third-party rights
• Your use of the Services
• Disputes with your customers
• Your data and privacy practices

11.2 Mixo Ads Indemnification

We will defend, indemnify, and hold you harmless from third-party claims that our proprietary platform infringes intellectual property rights, except to the extent claims arise from:

• Your materials or specifications
• Modifications you make
• Use outside scope of license
• Combination with third-party products
• Use after notice of infringement

11.3 Indemnification Procedures

The indemnified party will:

• Promptly notify the indemnifying party of claims
• Provide reasonable cooperation and assistance
• Allow the indemnifying party to control defense

The indemnifying party may not settle claims that admit liability or impose obligations without written consent.

12. Limitation of Liability

12.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA OR USE
• BUSINESS INTERRUPTION
• DAMAGE TO REPUTATION
• PUNITIVE DAMAGES

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF:

• FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM
• $100,000

12.3 Excluded Claims

Liability limitations do not apply to:

• Willful misconduct or gross negligence
• Breach of confidentiality obligations
• Indemnification obligations
• Infringement of intellectual property rights
• Payment obligations

13. Term and Termination

13.1 Term

These Terms commence upon acceptance and continue until terminated. Service terms are specified in individual Order Forms/SOWs.

13.2 Termination for Convenience

Either party may terminate:

• Order Forms/SOWs per their specific terms
• Month-to-month services with 30 days notice
• Annual services at end of term with 60 days notice

13.3 Termination for Cause

Either party may terminate immediately for:

• Material breach not cured within 30 days of notice
• Insolvency, bankruptcy, or cessation of business
• Violation of law or platform policies resulting in account suspension

13.4 Effect of Termination

Upon termination:

• Access to Services will be discontinued
• Outstanding fees become immediately due
• Each party returns or destroys Confidential Information
• Client data will be available for retrieval for 30 days
• Surviving provisions remain in effect

13.5 Surviving Provisions

The following survive termination:

• Payment obligations
• Intellectual property rights
• Confidentiality
• Indemnification
• Limitation of liability
• Dispute resolution

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt resolution through good faith negotiations for at least 30 days.

14.2 Arbitration

Any disputes not resolved informally shall be settled by binding arbitration:

• Administered by the American Arbitration Association (AAA)
• Under AAA Commercial Arbitration Rules
• By a single arbitrator
• Located in Delaware
• Conducted in English
• With reasoned written decision

14.3 Exceptions to Arbitration

The following are not subject to arbitration:

• Claims for injunctive relief for IP infringement
• Claims relating to unauthorized access or use
• Small claims court actions
• Collections proceedings

14.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. YOU WAIVE ANY RIGHT TO CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDINGS.

14.5 Governing Law

These Terms are governed by Delaware law, without regard to conflict of law principles. Subject to arbitration provisions, exclusive jurisdiction is in Delaware courts.

15. Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or sanctions
• Pandemic or epidemic
• Internet or utility failures
• Platform-wide outages
• Cyber attacks (excluding those due to negligent security)

The affected party must promptly notify and use reasonable efforts to minimize impact. If force majeure continues beyond 60 days, either party may terminate affected Services.

16. General Provisions

16.1 Entire Agreement

These Terms, together with Order Forms/SOWs, Data Processing Agreements, and policies incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

16.2 Amendments

We may modify these Terms with 30 days notice (email or platform notification). Continued use constitutes acceptance of modifications. Material adverse changes may allow termination without penalty.

16.3 Assignment

You may not assign rights or delegate obligations without our prior written consent. We may assign to affiliates or in connection with merger, acquisition, or sale of assets. Any unauthorized assignment is void.

16.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The parties will negotiate in good faith to replace invalid provisions.

16.5 Waiver

No waiver is effective unless in writing. Waiver of one breach does not constitute waiver of other or subsequent breaches.

16.6 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

16.7 Notices

Official notices must be in writing to:

To Mixo Ads: Mixo Ads Inc. 131 Continental Dr, Ste 305 Newark, DE 19713 United States Attn: Legal Department Email: [email protected]

To Client: Address provided in account registration or Order Form

16.8 Export Compliance

You agree to comply with all applicable export and import laws. You represent that you are not on any prohibited party list and will not use Services for prohibited end uses.

16.9 Government Terms

If you are a government entity, additional terms may apply including:

• Compliance with government procurement regulations
• Application of Federal Acquisition Regulations (FAR)
• Sovereign immunity limitations
• Public records and FOIA considerations
• Specific termination and funding clauses

16.10 Publicity

We may identify you as a customer and use your name and logo in marketing materials. Specific publicity rights may be addressed in Order Forms. Either party may opt-out of publicity with written notice.

17. Service-Specific Terms

17.1 Beta Services

Beta features are provided “as is” without warranties. We may modify or discontinue beta features without notice. Feedback on beta features becomes our property.

17.2 Third-Party Services

Our Services integrate with third-party platforms (Google, Meta, etc.). You acknowledge:

• We are not responsible for third-party platform changes
• Platform terms and policies apply to your use
• Platform outages may affect Service availability
• We cannot guarantee platform account approval

17.3 API Terms

If provided API access, you agree to:

• Use APIs only for intended purposes
• Comply with rate limits and documentation
• Maintain security of API credentials
• Not reverse engineer or abuse APIs
• Accept that APIs may change with notice

17.4 Professional Services

Consulting and custom development are subject to:

• Specific scope defined in SOWs
• Change order process for scope modifications
• Acceptance criteria and testing procedures
• Additional fees for out-of-scope work

18. Industry-Specific Provisions

18.1 Healthcare Clients

Healthcare industry clients acknowledge:

• We are not a “Business Associate” under HIPAA unless specifically agreed
• PHI should not be shared without executed BAA
• Healthcare advertising must comply with FDA and FTC regulations
• Special restrictions apply to pharmaceutical advertising

18.2 Financial Services Clients

Financial services clients acknowledge:

• Compliance with FINRA, SEC, CFPB regulations is client responsibility
• Required disclosures must be included in ad content
• Special restrictions on targeting and claims
• State licensing requirements for certain products

18.3 Government Clients

Government clients may be subject to:

• Specific procurement vehicle terms
• Appropriations and funding clauses
• Audit and record retention requirements
• Conflict of interest provisions
• Security clearance requirements

19. Definitions

“Affiliate”: Any entity controlling, controlled by, or under common control with a party.

“Advertising Spend”: Money spent on third-party advertising platforms for media buying.

“Confidential Information”: Non-public proprietary information disclosed by one party to another.

“Data”: Information processed through our Services including personal data and business data.

“Order Form”: Document specifying services, fees, and terms for specific engagement.

“Personal Data”: Information relating to identified or identifiable individuals.

“Platform”: Our proprietary software and systems for managing advertising campaigns.

“Services”: All services provided by Mixo Ads including managed services and platform access.

“SOW” or “Statement of Work”: Document detailing specific project requirements and deliverables.

“Third-Party Platforms”: External advertising platforms like Google Ads, Meta Ads, etc.

20. Contact Information

For questions about these Terms, please contact:

Legal Department: Mixo Ads Inc. 131 Continental Dr, Ste 305 Newark, DE 19713 United States Email: [email protected]

Customer Support: Email: [email protected]

Billing Inquiries: Email: [email protected]