Terms & Conditions

Last Revised: April 27, 2022

Platform Terms

1. General

a. These Terms of Use (the “Terms”) apply to your (“you”, “your” or “Customer”) use of: (i) our website (available at www.pixfuture.com, including all of its subdomains; the “Website”); (ii) our other products or services, including any documentation related thereto; and (iii) any extensions or derivatives of our Website or any part thereof (including any APIs, pixels, tags, cookies, iFrames, scripts or any other software components necessary to enable connection to the Website) which may be embedded on third party websites, blogs, social networking platforms, applications or other third-party online services (the “Embedded Items”) (collectively, the “Platform”), which are owned or operated by Pixfuture Media Inc. (“us”,“we”, “our” or“Pixfuture”).

b. Please read these Terms carefully; if you access, register or use the Platform you agree to be bound by these Terms. You acknowledge that these Terms are binding, and you affirm and signify your consent to these terms, by either: (i) clicking on a button or checking a checkbox for the acceptance of these Terms; or (ii) Registering to, using or accessing the Platform, whichever is earlier (the “Effective Date”).

c. In order to access the Platform you have to register to the Platform and create an account (the “Pixfuture Account“). When you create your Pixfuture Account, you must provide us with up-to-date, accurate, and complete information. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity.

d. You are responsible for safeguarding your password or log-in credentials. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Pixfuture Account, whether you have authorized such activities or actions. You hereby release Pixfuture from any and all liability concerning such activities or actions and you will immediately notify us of any unauthorized use of your Pixfuture Account.

2. Definitions

a. “Assets”shall mean websites controlled and operated by, or otherwise sufficiently licensed to Customer.

b. “Confidential Information” shall mean any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the date the Terms entered into effect, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, research and development, formulas, programming, know-how, proprietary knowledge, technology and any related documentation, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications, financial and marketing information, business plans, business procedures, clients’ list, business partners or other information disclosed by one of the parties hereto (the“Disclosing Party”) to the other party (the “Receiving Party”) either directly or indirectly in writing, orally or by drawings. Confidential Information shall not, however, include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development; (iv) is required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

c. “Customer Content” means any content or materials uploaded or submitted by Customers (in whatever format, including text, photos, images, animations, graphics, logos, designs, links, audio, music and video files) via the interactive content formats that are included in the Platform, and/or other content (such as posts, comments or landing pages), submitted through or on the Platform.

d. “Data” shall mean all data transmitted to Pixfuture through the Tag (as hereinafter defined), including metadata (such as title, author, description and other information pertaining to the Embedded Items), including any personal and non-personal information pertaining to Users collected through their interaction with the Embedded Items, Advertisements and/or with the Asset.

e. “Insertion Order” shall mean a binding written agreement (including an online registration page or online order form) entered into or accepted by Customer (and/or Pixfuture, as applicable).

f. “Malicious Code” shall mean viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network.

g. “Objectionable Content” shall mean content that promotes or contains links to content that is (i) pornographic, sexually explicit or obscene, (ii) harassing, threatening, abusive, inflammatory or racist, (iii) illegal, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) libelous or defamatory, (v) infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets or patents of such third party; (vi) violates the privacy, publicity, moral or any other right of any third party; (vii) offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by law; (viii) promotes illegal gambling, the use of illegal substances, or the consumption of alcoholic beverages or tobacco-related products; (ix) directed or primarily appeals to children under the age of 16; (x) harmful to Pixfuture’s or any other party’s systems and networks, including Malicious Code, adware, spyware or drive-by download applications; (xi) violates any obligation of confidentiality; or (xii) unacceptable in Pixfuture’s sole discretion.

h. “Proprietary Rights” shall mean all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered: marks, trademarks, service marks, trade names, trade dress and associated logos, domain names and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and Confidential Information; (e) all rights in databases and data compilations (including, with respect to Pixfuture, the Data), whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

i. “Tag” shall mean certain code in the Embedded Items and/or the Assets (including cookies, script codes, pixels, URL links, tags or any other implementation or technological means) that permits Pixfuture and/or its partners or service providers to collect data in accordance with Pixfuture’s Privacy Policy and these Terms.

j. “User” shall mean any individual visiting, interacting with or otherwise using the Platform, excluding the Customer.

3. Eligibility

a. You may use our Platform only if you can form a binding contract with Pixfuture. Any use or access by anyone under the age of 18 is prohibited. By accessing this Platform, you certify to us that you are at least 18 years old.

b. You can use the Platform either individually, or on behalf of your employer or any other entity which you represent. In case you represent your employer or another entity, you hereby represent that: (i) you have full legal authority to bind your employer or such entity to these Terms; and (ii) after reading and understanding these Terms and upon subscription you agree to these Terms on behalf of your employer or the respective entity, and these Terms shall bind your employer or such entity. Please note that you are deemed as an authorized representative of your employer or an entity if you are using your employer’s or an entity’s email address in registering into the Platform.

c. By creating a Pixfuture Account and registering to the Platform you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the account, a Pixfuture customer (the “Customer“).

d. There may be several types of Pixfuture Account users, such as administrators, viewers and team members, all of whom are collectively referred to herein as the Customer. The features and functionalities available to the different Pixfuture Accounts are determined by the respective Subscription Plan governing such Pixfuture Account, and the privileges of each such users are assigned and determined by the Pixfuture Account administrator.

4. License and Restrictions

a. Subject to these Terms, Pixfuture grants you a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable and revocable license to access and use our Platform, during the Subscription Term (as defined below), as set out below and strictly as identified in the Subscription Plan (as defined below), and subject to any Usage Limits (as defined below) identified in the Subscription Plan: i. Pixfuture Account – Customer may register an Pixfuture Account on the Platform that will enable the Customer to create and embed content. ii. Creation of Content & Embedding – During the Term, Customer may utilize the available formats on the Platform to create Embedded Items that will be displayed or embedded on the Assets. iii. Customer Profile Page. If Customer chooses, create a profile page that will be displayed on the Platform and will include Customer’s logo, images, links to Customer’s social platforms, and links to all items created by Customer through the Platform. iv. Lead Generation. Customer may utilize the available formats on the Platform to create a form for the purpose of enabling end-users to volunteer contact information. It is hereby clarified that Customer is solely responsible to ensuring that it has obtained appropriate lawful grounds and satisfied applicable notice requirements, in accordance with applicable data protection laws and the DPA, with regards to any data directly submitted or volunteered by the Users. Customer shall be held solely reliable for any modifications, alterations, omissions or changes made with respect to any default notice or disclaimer made available by Pixfuture in connection with any of the embedded functionalities/features of the Platform, including the creation of a lead-generation form. v. Pixel Management: The Customer may provide Pixfuture with a pixel that will be included in the Embedded Items which will be served on the Assets. The pixel will enable the re-targeting of users that have completed the Embedded Items Item. Customer shall not use or enable the pixel to be used in such a way as to: (i) collect or link to any personal data (as this term is defined under applicable laws); (ii) compromise, impair or degrade the performance or security of the Platform and/or any third party’s device, software, websites and networks. Customer shall treat any information that it has collected and which is related to the above campaign in accordance with applicable laws and regulations, including any data protection laws.

b. Usage License . Subject to the terms of this Agreement, the Customer is hereby granted with a revocable, limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable license to continue to display the Embedded Items the Assets (“Usage License”), and that the Usage License shall survive the termination or expiration of this Agreement, provided however that: (i) the Usage License shall continue to be subject to the following sections to this Agreement: License and Restrictions; Proprietary Rights; Privacy Policy; Termination; Indemnification; Limitations on Liabilities; Warranty Disclaimer; Disputes and Miscellaneous, which shall survive the termination or expiration of this Agreement; (ii) with the exception of Customer Content, the Customer is not granted with any ownership including any copyright, trademark and other intellectual property rights to the Platform or any portion thereof; (iii) nothing herein shall be construed as limiting Pixfuture’s right, at any time, to change, suspend or discontinue the Platform (or any part thereof), including the availability of any feature or Embedded Item, without notice or liability; (iv) Pixfuture may terminate the Usage License of the Getty Content (as applicable) at any time and with immediate effect; and (v) Pixfuture may terminate the Usage License with immediate effect in the event that Customer has breached any of the foregoing terms.

c. Customer may not, and may not encourage or assist others to: i. Publish, distribute, duplicate, sell, re-sell, disclose, “frame”, market, license, sublicense, rent, lease, display, provide, transfer or make available the Platform or make any other use of Platform (including the Embedded Items or any content available therefrom), any portion thereof or any content displayed therein, to any third party, except as explicitly permitted in these Terms or with our prior express and written permission; ii. Modify, remove, edit, amend, truncate, obscure, bypass or reorder any aspect of the Embedded Items, unless Pixfuture makes available the means for the foregoing through an explicit embedded feature or functionality offered by Pixfuture in the Platform and to the extent enabled by such feature or functionality; iii. Download, extract, republish, retransmit, reproduce or make any other use of the Embedded Items (including the Customer Content, Pixfuture Content or any portion thereof) as a stand-alone file; iv. Decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Platform (including the Embedded Items or any content displayed or available therefrom) or any portion thereof. v. Copy, crawl, index, cache or store any information derived by Pixfuture, or use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology; vi. Edit, remove, obscure or alter any credits, watermarks, trade names, trademarks, logos, service marks or copyright notices set on Platform (including the Embedded Items or any content available therefrom), or remove or obscure the attribute/hyperlink to Pixfuture and the Website (“Powered by Pixfuture” or any other similar wording); vii. Use the Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology to introduce any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.

d. We may edit, modify, disable access or remove any content from our Platform (including from the Embedded Items), for any reason, at any time and without prior notice. We also reserve the right to remove or disable access to any content or material posted, uploaded, published or incorporated in or to the Platform by any Customers that are repeated infringers of our policies.

e. If you choose to submit comments, ideas or feedback, including testimonials about your experience of our products and service, you agree that we are free to use them without any restriction or compensation to you.

5. Subscription Term, Renewal and Fees Payment

a. The Platform is provided on a subscription basis for the term specified in Customer’s Order Form, in accordance with the respective subscription plan (the “Subscription Plan“) purchased under such Order Form (the “Subscription Term“, and collectively “Subscription“).

b. Our Order Form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer to Pixfuture, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at least, the Subscription Plan, Subscription Term and Subscription Fees.

c. In consideration for the granting of license to use the Platform, Customer shall pay Pixfuture the applicable fees per the purchased Subscription Plan, as set forth in the applicable Order Form (the “ Subscription Fees“). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes Pixfuture, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. Pixfuture reserves the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscription upon renewal. In the event of failure to collect the Subscription Fees owed by Customer, Pixfuture may, in its sole discretion, retry to collect at a later time, and/or suspend or terminate the Pixfuture Account, without notice.

d. The Subscription Fees are exclusive of any and all taxes (including without limitation, value, added taxes, sales tax, use tax, excise, goods and services tax, etc.), levies or duties, which may be imposed in respect of these Terms of Service and the subscription to the Platform (the “Taxes“), except for Taxes imposed on our income.

e. During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) upgrading to a higher type of Subscription Plan; (ii) adding add-on features and functionalities; or (iii) upgrading to a longer Subscription Term (collectively “Subscription Upgrades“). Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at the then current rates, either: (1) prorated for the remainder of the then current Subscription Term; or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.

f. We shall have the right, at our sole discretion, to offer subscription at different pricing and/or impose additional restrictions as for the upload, storage download and use of the Platform, including, without limitation, restriction on third party services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time etc., if we believe that Customer have misused the Platform or otherwise used it in excessive manner compared to the anticipated standard use (set at our sole discretion).

g. As part of registering, or submitting billing information, to the Platform, Customer agrees to provide us with updated, accurate and complete billing information, and authorize Pixfuture (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).

h. In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its subscription prior to its expiration, the subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal to the greater of (i) a minimum of one (1) year or (ii) equal in time to the original Subscription Term (excluding extended periods) – and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or Pixfuture cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription at least sixty (60) days prior to its expiration, at any time through the Account settings or by contacting us. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

i. If any invoiced amount is not received by Pixfuture by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

6. Billing and Refund

a. Your Pixfuture Account is being charged for the annual or monthly subscription plan you’ve chosen. The subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of the paying portion of your subscription.

b. Subscription fees are billed in advance for the subsequent year, as applicable.

c. If you cancel your Subscription, your cancellation takes effect on your next billing cycle. This means we won’t be able to refund you for any unused portion of your services.

7. Trial Service

a. We may grant a license to use a portion of our Platform, and subject to certain Usage Limits (as defined below), on a free, no-obligation trial version (“Trial Service”), until the earlier of (a) the end of the trial period for which you registered to use the Platform (as communicated to you, within the Platform or in an Order Form), or (b) the start date of any Subscription Plan ordered by you, or (c) termination by us in our sole discretion.

b. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you.

8. Usage Limits

a. Both the Trial Service and the Subscription Plans are subject to certain usage limitations or limits (including, for example, the number of Embedded Items you can create, amount of requests to demand partners’ tags, number of users you can generate, data and reports you can obtain etc.; collectively “Usage Limit(s)”).

b. The Usage Limits shall be as communicated to you, within the Platform or in an Order Form, and strictly as measured or calculated by Pixfuture.

c. The Customer hereby acknowledges that by exceeding a Usage Limits, Pixfuture may work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual Usage Limit, you will execute an Order Form promptly upon our request, and/or pay any invoice for excess usage in accordance with the terms herein.

d. In the event customer exceeds the usage limit of own demand requests in any subscription plan, the overage charge shall be applied and payable in accordance with payment schedule. Overage fees are determined by CPM and based on the number of requests allowed in each plan. Overage fees in each plan are as follows: 1) Monetizer plan is limited to 3,000,000 own demand tags requests (“3rd party demand”). For all publisher 3rd party demands displayed (filled impressions) on the properties, Publisher will pay Pixfuture a $0.20 CPM ad serving fee (the “Ad Serving Fee”) plus for each request to the 3rd party demand is delivered, Publisher will pay Pixfuture a $0.000007 CPM infrastructure and analytics fee (the “I&A Fee”); 2) Starter plan after 5 million player requests you pay 0.0922 CPM for additional player requests; 3) Business plan after 10 million player requests you pay 0.0782 CPM for additional player requests; 4) Enterprise plan: TBD per quote.

e. Impressions filled by the pixfuture AuctionX platform are subject to an offset from requests limits in each paid plan. “Monetizer” plan is not being charged for player requests and only billed for own demand usage in accordance with section 8 d. of this agreement.

9. Proprietary Rights

a. All Proprietary Rights, titles and interests in and to the Platform, including compilations, digital conversions, magnetic translations, software and other materials related to the Platform are and shall at all times remain the sole and exclusive property of Pixfuture, and are protected by applicable intellectual property laws and treaties.

b. All materials and contents (other than the Customer Content) displayed, made available, included, incorporated, uploaded, posted, published, contributed, performed or used on the Platform, which were created by Pixfuture (together “Pixfuture Content”), are: i. The sole property of Pixfuture and/or third parties, as applicable (including, without limitation, with respect to content from Getty Images as further detailed below); ii. Protected by applicable intellectual property rights, including copyright laws; and iii. May only be used in accordance with these Terms.

c. All data related to the Platform or collected through the Platform (with the exception of data collected through the Embedded Items) shall be the sole property of Pixfuture. All trademarks, service marks, trade names, logos, and any other proprietary designations of Pixfuture used herein, are trademarks or registered trademarks of Pixfuture Media Inc. Any other trademarks, service marks, trade names, logos and any other proprietary designations are the trademarks or registered trademarks of their respective parties. In addition, the arrangement and compilation of the Website (including, without limitation, the “look & feel”) are the exclusive property of Pixfuture and are protected by copyright laws.

d. All data related to and collected through the use of Embedded Items (including through the use of tags, pixels, cookies, scripts or any other software components) shall be the sole property of Customer. Customer shall grant Pixfuture an irrevocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to use the data in aggregated and de-identified form for Pixfuture legitimate business purposes.

e. All rights not expressly granted to you in these Terms are reserved by Pixfuture.

f. The Platform contains Customer Content and Pixfuture Content. Such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other Proprietary Rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Platform.

10. Reporting Abuse

a. If you feel that any person or content is abusing our policies, or otherwise violating your rights, please contact us at: Support Be sure to identify the specific content and the reason you feel it should be removed.

11. Copyright Policy

a. In accordance with the Digital Millennium Copyright Act of 1998, we will respond expeditiously to claims of copyright infringement committed using the Platform that are reported to Pixfuture’s Designated Copyright Agent, identified in the sample notice below.

b. If you are a copyright owner, or are authorized to act on behalf of one, and you believe in good faith that any material or content made available on or through the Platform has been used or exploited in a manner that infringes or violates any work or other intellectual property you own or control, please report the alleged copyright infringements taking place on or through the Platform by completing the following DMCA Notice of Alleged Infringement (the “Notice“) and delivering it to Pixfuture’s Designated Copyright Agent. Upon receipt of the Notice as described below, we will take whatever action we deem appropriate, in our sole discretion, including removal of the challenged material from the Platform.

c. You can submit a Notice by: i. Filling in and submitting our online form; or ii. Providing the following information to our Designated Copyright Agent:

a. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.

b. Identify: i. the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link(s) shown on the Platform where such material may be found; and ii. the reference or link to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link(s) shown on the Platform where such reference or link may be found.

c. Provide your contact details – mailing address, telephone number, and, if available, email address.

d. Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

e. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to Pixfuture’s Designated Copyright Agent: i. Via email ticket system: Support ii. Via postal address: Attn: Designated Copyright Agent 7191 Yonge St, Suite 812, Toronto, ON, L3T0C4

12. Privacy Policy

To demonstrate our commitment to your privacy, we have developed our Privacy Policy which outlines our practices with respect to the collection, use and disclosure of information relating to your activities on the Platform. By using our Platform, you acknowledge that you have reviewed our Privacy Policy and agree to be bound by its terms and conditions.

13. Links or Access to Third-Party Content

Our Platform may contain links to third party websites, apps, services, offerings, materials, products, recommendations, or other events or activities (“Third-Party Content”) that are not owned or controlled by us (including, without limitation, Getty Content and any materials sourced from Giphy.com). We do not control, endorse or assume any responsibility for any such Third-Party Content. If you access any Third-Party Content from our Platform, you do so at your own risk and you agree that we will have no liability arising from your use of or access to any Third-Party Content (“Third-Party Disclaimer”).

14. Third-Party Software

a. Portions of the Platform may include software that we license from third parties, which may include open source software or related components ( “Third Party Software”) and is subject to the terms imposed by third party licensors. We do not make any warranty with respect to Third Party Software. You agree that your use of the Platform is subject to the applicable Third Party Software referred to therein, as updated from time to time.

b. Pixfuture may hire other third parties to perform certain business-related functions such as processing payments on its behalf. Pixfuture’s payment processing partner may request that the Customer will provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with the Customer regarding any issues with a payment. Any information provided to such third party will be confidential and only be used for the intended purpose.

15. Grant of License

a. When you create, publish, post, upload or contribute Customer Content to our Platform, such Customer Content belongs to you, and you agree to grant Pixfuture a revocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to:

b. use, copy, store, publish, display, broadcast, make publicly available, exploit, link, distribute, reproduce, download, translate, abridge, amend, modify and adapt, create derivative works of and otherwise use the Customer Content, and to allow Pixfuture to sub-license others to do so, solely for the purpose of providing the Platform to the Customer; including to identify and credit you as the creator of such Customer Content and use any information that you have provided during your registration to our Platform (for example your name, photograph and other information) in connection with the publication, distribution, advertising or promotion of the Customer Content, and to allow others to do so for any purpose. However, this does not require or obligate us to provide such credit, if any, to you, and we reserve the right to omit such credit or attribution at any time and in our sole discretion.

c. If you choose to make your Customer Content publicly available on our Platform, you hereby grant any person (including non-registered Users of our Platform) a non-exclusive, perpetual license to view, use or interact with your Customer Content (for example by voting, ranking or submitting commentary), and to allow others to share and embed your Customer Content

d. Notwithstanding the foregoing, nothing herein shall restrict Pixfuture, during and after the termination of your Pixfuture Account or your use of the Platform, to use aggregated and/or de-identified data derived from your Customer Content and any residual backup copies of your Content made in the ordinary course of Pixfuture’s business, for its internal business purposes, including without limitation product improvement and marketing purposes. This shall not affect or derogate from your ownership rights over the Customer Content, as provided in these Terms.

e. This license also extends to any trusted third parties we work with to the extent necessary to provide the Platform to you.

16. Customer Representations

a. When you create, upload or contribute Customer Content to our Platform, you represent to us that: i. Any information Customer provides Pixfuture (including contact information, payment information or any reports that were or ought to be provided by Customer to Pixfuture) will at all times be complete and accurate, and will be maintained up-to- date at all times. ii. The Customer Content does not violate these Terms or contain any Objectionable Content. iii. The Customer will not embed or promote the Embedded Items in association with any material or content (including any content displayed, made available on or linked from the Asset) which is, or which may be reasonably considered by Pixfuture (at its sole discretion) as Objectionable Content. iv. The Customer owns and operates the Asset, or is otherwise properly licensed to embed the Embedded Items and the Tag on the Asset, and the Customer is solely responsible to adopt any necessary measures to limit or restrict access to the Embedded Items, as required by applicable law and/or industry best practices, including with respect to the protection of minors or children; v. The Customer shall not, directly or indirectly, infringe upon the rights of any third party, including proprietary, privacy or publicity rights, or any applicable laws or regulations; vi. You have obtained all rights (including intellectual property rights) and approvals, necessary to grant Pixfuture and other Users the licenses provided herein in connection with the Customer Content, and that your use of the Customer Content doesn’t conflict with any permits or licenses you may have granted to others. vii. You are solely responsible for the Customer Content, and assume all risks associated with it, including any person’s reliance on its accuracy or claims that might stem from such Customer Content, as well as any liability, cost, expense or loss to Pixfuture or to any third party resulting from such Customer Content. viii. You agree to indemnify and hold Pixfuture or anyone on its behalf (including its and its subsidiaries’ shareholders, directors, officers, employees, service providers, partners, and agents) harmless from any liability, cost, damage, and expense (including reasonable legal fees) caused or resulting from the Customer Content including any claim concerning violation or infringement of any proprietary rights, including without limitation, with respect to your use of the Getty Content in breach of these Terms. ix. the Customer will not a. Remove, alter, disable or circumvent any Tag or otherwise interfere with Pixfuture’s ability to monitor User interaction in accordance with these Terms; b. Engage in any action or practice that disparages or devalues Pixfuture, the Embedded Items, the Platform, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Platform. c. Place Embedded Items on Assets that utilize “zombie cookies” and/or “super-cookies”, and/or otherwise circumvent the User’s privacy collection preferences.

b. You understand that although we exercise reasonable efforts to preserve the materials stored on the Platform, you are solely responsible for creating back-ups of your Customer Content, and we shall not be responsible or liable in any way for the failure to preserve your Customer Content.

c. Without derogating from Customer’s representations and warranties under these Terms, Customer agrees that Pixfuture or anyone delegated on its behalf shall have the right, but not the obligation, to monitor Customer’s compliance with the Terms, in any form of technology chosen by Pixfuture in its sole discretion. The customer shall have no claim or demand against Pixfuture with respect to such monitoring.

d. Pixfuture is not responsible for any Objectionable Content or information made available on or linked from any Asset or from the Embedded Items.

e. Customer confirms that it is aware that some of the content made available through the Website or Platform may be user-generated content (“ UGC“) and that the sole responsibility for UGC lies with its various respective creators and/or uploaders. Pixfuture does not warrant and cannot guarantee that the UGC will not be infringing in any way. It is hereby clarified that in case of infringement or other content issues that may arise with the UGC, the Customer’s sole remedy with respect to such content shall be to submit a written complaint to Pixfuture, which will review such complaint and, if applicable, remove such UGC in accordance with our Terms. Pixfuture does not monitor, pre-screen or approve UGC (including any translations) made available on the Website, and Pixfuture cannot guarantee its quality, accuracy, or fitness for any purpose.

17. Getty Content

a. We may (but are not obligated to) allow you access to images, graphics, stills, designs, text, audios, videos and other material which was licensed to Pixfuture by Getty Images (“Getty Content”), in connection with the creation of Embedded Items. Customers agree to abide by any additional terms or restrictions applicable to the use of Getty Content, as may be conveyed to you from time to time, including the Getty Images Premium Access Standard Terms and Conditions. You are fully responsible and assume all liability in connection with your use and embedding of Getty Content.

b. You agree that your use of Getty Content may give rise to third party rights (such as publicity or privacy rights), and that Pixfuture does not provide any clearances and/or release(s) that may be required as a result of your use of Getty Content, including from any representative guild, union, professional organization, or other authorized representative, and you acknowledge that you shall be solely responsible for obtaining any and all necessary licenses, releases or waivers permitting you to use the name, likeness or other attribute of any individual or entity appearing in the Getty Content. You acknowledge that nothing herein shall be construed as granting ownership or copyright in the Getty Content to you. Pixfuture reserves the right, at any time and in its sole discretion, to restrict or block your access to or use of Getty Content, and to remove any Getty Content, including from Pixfuture Content which was embedded on third party websites, social networking platforms or applications.

c. When you incorporate Getty Content in an Embedded Item that you create, you will: i. Include the following credit line adjacent to the Getty Content: “Contributor or Partner/Getty Images”, to the extent technically possible; ii. Not use Getty Content in connection with Embedded Items which are designed to induce or involve the sale, license or other distribution of “on demand” products (including postcards, mugs, t-shirts, calendars, posters, electronic greeting cards, wallpaper or ringtones for mobile telephones and other items); iii. Not use any Getty Content that contain NBA or WNBA images; iv. If the Getty Content features a model or property in connection with a subject that would be unflattering or controversial to a reasonable person, you must accompany such use with a statement that indicates that: (i) the Getty Content is being used for illustrative purposes only; and (ii) any person depicted in the Getty Content, if any, is a model; v. Not download, extract, republish, retransmit, reproduce or make any other use of Getty Content as a stand-alone file (meaning, separate of the Customer Content to which it is incorporated, such as for a screensaver), or make any derivate use of the Getty Content, except to the extent strictly enabled through the embedded and standard functionality of the Platform, or make Getty Content accessible in any other physical or electronic medium (such as fine art prints); vi. Use the Getty Content and/or any underlying technology other than in compliance with all applicable federal, state, and local laws; and vii. Cease use of Getty Content, and delete or remove any Getty Content from your Embedded Items and/or servers, upon notice from Pixfuture.

18. Social Media

a. The Customer acknowledges and agrees that creating or submitting Embedded Items which include videos uploaded from or hosted on YouTube (through YouTube API; hereinafter “YouTube Content“) shall be performed solely in a manner consistent with YouTube’s Terms of Service, YouTube’s Community Guidelines, YouTube’s Privacy Policy and YouTube’s API Terms .

Instagram/Meta/Facebook

b. Publisher acknowledges and agrees that embedding Channels Platform which includes videos/pictures/posts uploaded from or hosted on Instagram/Meta/Facebook (through Meta API) shall be performed solely in a manner consistent with Instagram/Meta/Facebook’sTerms of Service.

19. Pixfuture Analytics

a. Pixfuture may provide Customer (in certain Subscription Plans according to the Order Form) access to its proprietary Pixfuture Analytics platform that will allow the Customer to manage and view Embedded Items’ analytics and metrics (such as unique views, clicks, end- user engagements, etc.) (“ Pixfuture Analytics“). Notwithstanding the foregoing, you acknowledge that any information included in the Pixfuture Analytics is subject to performance and traffic quality. Such information is not guaranteed to be accurate and is subject to adjustments and modifications resulting from, among other things, a final accounting, deductions, traffic performance or bad referrals, all as determined by Pixfuture’s sole and absolute discretion. In no event and for no reason shall Pixfuture be liable for any unavailability or inaccuracy, temporary or otherwise, of Pixfuture Analytics.

20. Data Protection

a. Pixfuture and Customer shall comply with the Pixfuture Data Protection Addendum (“DPA”), which governs the Processing of Personal Data (as both terms are defined in the DPA), on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”).

b. No Sensitive Data. Customer shall not submit to the Platform any data that is protected under special legislation and requires unique treatment, including, without limitations, (i) categories of data enumerated in Article 9(1) of the GDPR, or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

c. Customer shall provide its end users with a notice and obtain their consent, as required by applicable laws and regulations in connection with the collection, use and disclosure of Data through the use or access to the Embedded Items and storing and accessing of cookies or other information on the end users’ devices, including with respect to the use of any technological methods for the purpose of collecting such Data (including, without limitation, the Tag and/or any cookies), and including with respect to displaying interest-based or targeted content.

d. Without limiting from the foregoing, Customer shall ensure that end users are provided with a notice that third parties may collect, use and share Data in accordance with their respective privacy policy through an adequate privacy policy which will be presented to end-users, which shall address the Customer’s practices with respect to the collection, use, and disclosure of any User Data obtained from the end-user (including through the Tag). Such privacy policy shall be easily accessible by the end-users prior to any collection, use, or disclosure of Data.

e. Pixfuture may enable its partners (including its Customers) to use a data management platform that will enable them to manage their audience information and Data, pursuant to the terms of an Insertion Order or any other form of agreement entered between Customer and Pixfuture. You acknowledge that you are solely responsible and assume all liability in connection with your use of any audience information and Data (whether through the data management platform or otherwise), including with respect to compliance with any applicable data protection laws or regulations.

f. Without limiting from the foregoing, Customer shall collect, use or disclose Data in accordance with any applicable laws and with its privacy policy, and shall allow Pixfuture to provide any link or notice it deems necessary for the provision of any disclosure in or around the Embedded Items.

g. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Platform, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Platform, and for other business purposes. “ Anonymous Information” means information which does not enable the identification of an individual, such as aggregated and analytics information. Pixfuture owns all Anonymous Information collected or obtained by Pixfuture.

21. Customer Branded Content

a. In the event that Pixfuture and the Customer have entered into a separate and valid Insertion Order or any other form of agreement, pursuant to which: (a) Pixfuture shall create Embedded Items, whether on Customer’s behalf, or whether promoting another third party product, brand or sponsor (“Branded Item”); and/or (b) Customer may create Embedded Items promoting a third-party product, brand or sponsor (collectively, “Branded Content”) – then in addition to the terms contained therein, the Customer represents that it is solely responsible to provide any notice or disclosure with respect to the display or promotion of the Branded Content, as required under applicable laws, including with respect to notifying the users with regards to the commercial nature of the Branded Content.

22. Reports

a. In the event of Pixfuture provides reports to the Customer, under an Insertion Order or any other form of the agreement entered between Customer and Pixfuture (“Reports”), such Reports shall be solely based on Pixfuture’s tracking systems and will be considered as final and non-appealable proof for the purpose of computing the fees due and payable to any party pursuant to the terms of the Insertion Order or applicable agreement. The customer acknowledges that no other measurements or statistics of any kind will be accepted by Pixfuture or have any effect on the fee due under that Insertion Order or applicable agreement.

b. Notwithstanding the foregoing, Customer acknowledges that any information included in Pixfuture Analytics and in the Reports is subject to Customer’s traffic quality, performance and compliance with the terms and conditions of these Terms and are thereby subject to adjustments or modifications by Pixfuture at all times. The information included in Pixfuture Analytics and the Reports is not guaranteed to be accurate and is subject to adjustments resulting from, among other things, a final accounting, deductions, traffic performance or bad referrals, all as determined by Pixfuture’s sole and absolute discretion. In no event and for no reason shall Pixfuture be liable for any unavailability or inaccuracy, temporary or otherwise, of Pixfuture Analytics and/or of the Reports.

23. Confidentiality

a. During the Subscription Term, and for a period of three (3) years thereafter, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. During such period, each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section.

b. Upon termination or expiration of the subscription, Receiving Party shall, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all materials containing Confidential Information.

24. Term and Termination

a. These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Subscription Plan, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

b. Pixfuture may terminate or suspend the licenses provided herein at any time and cease providing you access to our Platform in its sole discretion (“ Termination for Convenience“) or if: (i) you violate these Terms; (ii) infringe or accused of infringing the intellectual property or other rights of others; (iii) violate any terms, restrictions or limitations specified in any additional agreement(s) you may enter into with Pixfuture or that may apply to your specific use of the Platform; or (iv) otherwise create risk or possible legal exposure for us(“ Termination for Cause“).

c. Termination for Cause will be without any compensation or liability of Pixfuture and shall not relieve Customer of any obligations arising or accruing prior to such termination or limit any liability which Customer otherwise may have to Pixfuture, including without limitation any indemnification obligations contained herein.

d. Termination for Convenience will be subject to a refund that will be calculated based on a prorated basis per the portion of the remaining Subscription Term and the Subscription Fees.

e. Customer may terminate its subscription to the Platform by canceling the Subscription or deleting the Pixfuture Account. Such termination shall not derogate from the Customer’s obligation to pay applicable Subscription Fees until the end of the then-current Subscription Term without any refund for pre-paid Subscription Fees.

f. The following sections will survive termination: License and Restrictions, Proprietary Rights, Privacy Policy, Termination, Indemnification, Limitations on Liabilities, Warranty Disclaimer, Disputes, and Miscellaneous.

25. Indemnification

a. If anyone brings a claim against us related to Customer’s use of Platform, Customer will indemnify and hold us (including our and our subsidiaries’ shareholders, directors, officers, employees, partners and agents) harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) related to such claim.

b. Customer shall indemnify and hold Pixfuture (including its and its subsidiaries’ shareholders, directors, officers, employees, partners, advertisers and agents) harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs, collectively “Losses“) resulting from, arising out of, or related to any claim against Pixfuture related to: (i) the Asset or any content made available thereto; (ii) the Customer’s actions or omissions (including any claim concerning violation or infringement of any Proprietary Rights); (iii) Customer’s breach or alleged breach of any of Customer’s representations, warranties or agreements set forth herein (including with respect to any Customer Content uploaded by Customer); or (iv) the embedment of the Embedded Items on the Asset.

c. Subject to the UGC Disclaimer and the Third Party Disclaimer, Pixfuture shall defend Customer from and against any and all Losses resulting from, arising out of or related to third party claims alleging that Customer’s authorized use of the Platform (in accordance with the terms herein) infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claims”), and Pixfuture will indemnify Customer and hold Customer harmless against any Losses finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.

d. Pixfuture’s indemnity obligations under this Section shall not apply if: (i) the Platform (or any portion thereof) was modified by Customer or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Platform is used in combination with any other service, device, software or products, including, without limitation, Third Party Software , but solely to the extent that such IP Claim would have been avoided without such combination; and/or (ii) any IP Claim arising or related to, the Customer Content or to any events giving rise to Customer’s indemnity obligations under this Section. Without derogating from the foregoing defense and indemnification obligation, if Pixfuture believes that the Platform, or any part thereof, may so infringe, then Pixfuture may in its sole discretion: (i) obtain (at no additional cost to you) the right to continue to use the Platform; (ii) replace or modify the allegedly infringing part of the Platform so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if Pixfuture determines that the foregoing remedies are not reasonably available, then Pixfuture may require that use of the (allegedly) infringing Platform (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION STATES Pixfuture’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY Pixfuture AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.

e. The parties agree that in claiming any indemnification hereunder, the party claiming indemnification (the “Indemnified Party”) shall (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (ii) grant the Indemnifying Party sole control over the defense (except that the Indemnified Party may, at its own expense, assist in the defense); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense of the claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Indemnified Party.

26. Limitations on Liabilities

a. To the maximum extent permitted by law, Pixfuture (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) shall not be liable for any personal injury, indirect, incidental, special, exemplary, consequential or punitive damages, or any loss of profits or revenues (regardless of whether we were advised of the possibility of such damages), whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses.

b. In no event shall Pixfuture’s (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) aggregate liability for all claims relating to the Platform exceed the fees paid to Pixfuture by Customer for the use of the Platform in the six (6) month period preceding the events giving rise to the liability. Applicable laws may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable laws.

27. Warranty Disclaimer

a. The Platform and all included content (including any Pixfuture Content and/or the Embedded Items) are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. We specifically disclaim any and all warranties, express or implied, and conditions of merchantability, title, fitness for a particular purpose, and non-infringement. We do not guarantee that the Platform (including the Embedded Items) and all included content will always be complete, accurate, safe, secure, bug-free, or error-free, or that the Platform and all included content will always function without disruptions, delays, or imperfections. We may change, limit, suspend or discontinue the Platform (or any part thereof, including the Pixfuture Content, products and/or services) at any time, including the availability of any feature or database, without notice or liability.

b. We do not control or direct Users’ actions on our Platform and are not responsible for the content or information Users transmit or publish on or through our Platform.

c. Although we reserve the right to do so, we do not regularly monitor, pre-screen or approve Customer Content. Pixfuture accepts no responsibility with regards to any Customer Content. Note that any content items on the Platform that include polls, voting, etc. are not intended to be of a scientific sample or research, and should not be relied upon as such. Before you act on information that you’ve found on our Platform, you should confirm any facts that are important to your decision

d. To the fullest extent permitted by law, we disclaim any responsibility or liability for the accuracy, reliability, availability, completeness, operability of the Platform or to any content (including Pixfuture Content or Customer Content) included in the Platform.

e. You expressly acknowledge and agree that the use of the Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and efforts is solely with you.

28. Disputes

Governing law

a. These Terms and your use of the Platform shall be governed by the laws of the Ontario province, without respect to its conflict of laws principles. You and Pixfuture agree to submit to the personal jurisdiction of competent courts located Toronto, Ontario province, Canada, for any actions not subject to the Arbitration section below.

Arbitration & class action waiver

b. For any dispute, claim or controversy arising out of or in relation to these Terms or to the breach, termination, enforcement, interpretation or validity thereof, or to your access or use of the Platform (together “Dispute”), you agree to first contact us and attempt to resolve the Dispute with us informally. If Pixfuture has not been able to resolve the Dispute with you informally, you and we agree to resolve any Dispute by binding individual arbitration. Any provision of applicable laws notwithstanding, the arbitrator will not have authority to award damages, remedies, or awards that conflict with these Terms. The arbitration shall be conducted in Toronto, Ontario province, Canada, If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Pixfuture submit to the arbitrator unless the arbitrator determines that a hearing is necessary.

c. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights and for matters related to data security or unauthorized access to the Platform. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims.

d. You agree that, by entering into these Terms, you and Pixfuture are each waiving the right to a trial by jury or to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person, if we are a party to the proceeding.

29. Miscellaneous

Modifications

a. We may revise these Terms, from time to time, in our sole discretion and the most current version will always be posted on our Website (as reflected in the “Last Revised” heading). We encourage you to review these Terms regularly for any changes. By continuing to access or use the Platform after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop accessing or using the Platform.

Publicity

b. Customer agrees that Pixfuture may use the Customer’s name and logo for advertising and publicity purposes and may refer to the existence of their relationship on the Website and in press releases, advertising, or marketing materials distributed to prospective partners, and for that purpose Customer hereby grants Pixfuture an irrevocable, perpetual, worldwide license to use Customer’s name, logo, label or any other trademarks or symbols associated with the Customer

Email Notifications

c. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose.

d. If you provided Pixfuture with your contact information, Pixfuture may send you marketing communications, from time to time, relating to our business or the businesses of carefully-selected third parties which Pixfuture think may be of interest to you, pursuant to our Privacy Policy . By providing us your contact details (whether through an online registration form, an Insertion Order or in any other way) you specifically agree to this. You may unsubscribe at any time from such marketing communication.

Third-Party Beneficiaries

e. Pixfuture’s subcontractors and third-party service providers are intended third-party beneficiaries of these Terms and upon your acceptance of these Terms pixfuture’s subcontractors and third-party service providers will have the right to enforce these Terms as related to the licenses granted herein against you as third party beneficiaries thereof.

Severability and Entire Agreement

f. These Terms, together with Privacy Policy , applicable DPA(s) and any amendments thereto, and any additional agreements you may enter into with Pixfuture or that may apply to your specific use of the Platform, constitute the entire agreement between you and Pixfuture with respect to the use of the Platform, and supersede all prior or contemporaneous communications and proposals, whether oral, written or electronic, between you and Pixfuture. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Force Majeure

g. Pixfuture shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment

h. These Terms are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Relationship

i. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

No Waiver

j. Either party’s failure to enforce any part of these Terms shall not constitute a waiver of such party’s right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that either party waives compliance in the future. In order for any waiver of compliance to be binding, a party must provide the other party with written notice of such waiver through one of its authorized representatives.

Export Control

k. You agree to comply with the export laws and regulations of Canada and any other country with jurisdiction over the Platform, and that you shall not export or re-export, directly or indirectly, the Platform or any technical information disclosed hereunder to any destination prohibited or restricted by applicable export control regulations.

Headings

l. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

Contact Us

m. We value hearing from our users and welcome your feedback. You may contact us anytime at: Support

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Last Revised: April 1, 2020

Supply Agreement


This Publisher Agreement governs the Publisher’s use of the PixFuture programmatic advertising platform (the AuctionX).

By signing a publisher agreement, you are agreeing that you have read these terms of service, understand them, and agree to be bound by all of the terms and conditions stated herein. If you do not agree to the terms and conditions hereof, click on the “cancel” button and do not download, install or use the services.

PixFuture reserves the right to modify these Terms of Service at any time upon written notice to the Publisher, and such modification will automatically become effective. If the Publisher does not agree with a modification to these Terms of Service, Publisher must notify Pixfuture within ten (10) business days after receiving notice of such modification.

DEFINITIONS

“Ad” means any advertisement provided by the Agency on behalf of an Advertiser.

“Advertiser” means one or more customers of PixFuture which creates the Advertising Material and authorizes PixFuture as its agent to include it on the Publisher’s Site(s).

“Advertising Materials” means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders is created by an advertiser.

“Services” means PixFuture technology, and any other services provided to you by PixFuture and/or its suppliers.

“CPC Deliverables” means Deliverables sold on a cost per click basis.

“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.

“IO” means a mutually agreed insertion order that incorporates these Terms, under which Publisher will deliver Ads on Sites for the benefit of Agency or Advertiser.

“PixFuture Insertion Code” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s).

“PixFuture Network” means the advertising network owned and operated by PixFuture.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Site(s).

“Order” means insertion order that is submitted by PixFuture and is accepted by Publisher, or an online order via the Internet, which is a proposal that is submitted by Publisher in response to a request for proposal and is accepted by PixFuture

“Publisher Earnings” and “PixFuture Earnings”. “Publisher Earnings” means the total revenue PixFuture generates by running advertising campaigns for Publisher using the Advertising Materials less “PixFuture Earnings”, and subject to the Total Spend that may be established under an Order. “PixFuture Earnings” are calculated at the campaign level at the sole and absolute discretion of PixFuture. PixFuture evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher’s site(s) and PixFuture’s Network as a whole.

Total Spend” means the maximum amount of money for which PixFuture will be liable under the Order.

Unique Click” means the number of times, as recorded by PixFuture’s server, a person visiting Publisher’s Site(s), as identified by cookie or IP address, clicks on Advertising Material, provided however, that a click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.

“Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Publisher’s public image, community standards regarding obscenity or indecency

(taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

Section 1. Ad Placement and Positioning

1.1 PixFuture offers monetization solutions through its AuctionX by facilitating the placement of advertisements made available through the use of Ad Codes. The Ad Codes provided to the Publisher by PixFuture will allow the Publisher to serve advertisements on Site(s), so as to enable visitors to view such advertisements. Publisher’s use of the AuctionX is subject to prior approval by PixFuture and is limited to the previously approved Site(s). PixFuture reserves the right to refuse service to new or existing Publisher, at its sole discretion.

1.2 Publisher will be provided with account access information to register for an account on the AuctionX.

1.3 As part of PixFuture’s Ad Quality Policy, Publisher is required to adopt
(a) Ads.txt and to list PixFuture or any of its Sales Partners as Authorized Digital Seller(s) on the domains that are made available on the Publisher in compliance with the IAB Ads.txt project;
(b) PixFuture Partner Badge code

1.4 Orders. Each Order shall specify at the placement level:

(a) the types of inventory to be delivered (e.g., impressions, clicks, or other desired actions);

(b) the prices for such inventory; and if specified by PixFuture

(c) the Total Spend. Using such factors, the Order shall set forth the Approved Monthly Delivery and the Approved Monthly Spend. Publisher’s delivery of the first Advertising Material as specified in an Order shall be deemed Publisher’s acceptance of the Order’s specifications, terms, and conditions, including any payment rates.

1.5 PixFuture will be Publisher’s exclusive provider of programmatic advertising Service(s), except with respect to Ad Inventory that cannot be sold programmatically or to the extent that clients of Seller will not allow for programmatic selling.

Section 2. Invoicing and Payment.

2.1 Payment. Within 60 days after the last day of each calendar month for a specific campaign, PixFuture will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher’s Site(s)/App(s) approved by PixFuture during the applicable calendar month and for which PixFuture has been paid by the Advertiser in accordance with Section 3.2 herein, subject to the applicable Order’s specifications, terms, and conditions. Publisher acknowledges that PixFuture bills its Advertisers, and pays its Publishers, based on actual delivery. Minimum payout for AuctionX Display is $50 PayPal and $500 Bank Wire Transfers, AuctionX Video $500 PayPal, and Bank Wire Transfer. The transaction fee of 1% will be applied to PayPal transactions, $20 to bank transfers for Canada/US accounts, $30 for international bank transfers.

2.2 Liability for Publisher’s Revenue. Publisher understands and agrees that PixFuture acts solely as an agent for the Advertisers; and that PixFuture shall only be liable to Publisher for Publisher Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to PixFuture (hereinafter called “Cleared Funds”). Publisher agrees that (a) PixFuture shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers, or that are not Cleared Funds; (b) Publisher will only assert any claims therefore directed against the Advertisers; (c) Publisher shall hold PixFuture harmless and indemnify it from any claims or liability related to such unpaid amounts that do not constitute Cleared Funds. PixFuture agrees to make every reasonable effort to the bill, collect, and clear payment from the Advertisers on a timely basis. PixFuture, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein. PixFuture shall not pay for clicks generated from PixFuture house banners. Clicks from PixFuture house banners will result in no revenue for Publisher.

2.3 Taxes. PixFuture assumes no responsibility for paying taxes on behalf of Publisher. By participating in the PixFuture Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof. PixFuture shall provide Publisher with appropriate tax information by request. In no event will payments be made on accounts that have not provided proper tax identification information. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.

2.4 Withholding Payment. PixFuture reserves the right to withhold payment from Publisher if Publisher has engaged in an activity that is deceptive or fraudulent in nature as determined by PixFuture in its sole discretion. Examples of such deceptive or fraudulent acts may include, without limitation, Invalid Traffic, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs. Impressions that are served but are not received due to end-user blocking technology or software shall not count towards any payout calculation.

Section 3. Advertising Materials.

3.1 Linking and Trafficking Guidelines. Prior to displaying the first Advertising Materials specified in an Order, PixFuture shall provide Publisher with linking instructions, URL, banner, and alternative text for the Advertising Material. PixFuture may make changes to any such Advertising Material upon 48 hours notice, via e-mail, telephone, or fax. Publisher shall process such changes so as to deliver the Advertising Material correctly, clearly, and at the times and frequencies specified by PixFuture. In the event Publisher fails to run the Advertising Material properly, PixFuture may require appropriate delivery of additional Advertising Material and/or a proportional or total reduction in amounts payable.

3.2 Delivery of Advertising Material. PixFuture shall provide all Advertising Material to Publisher via servers at PixFuture. PixFuture shall issue Orders to Publisher and shall provide Publisher with appropriate linking instructions to the PixFuture servers. Publisher shall obtain the Advertising Materials from the PixFuture services at the time of delivery of the Advertising Materials for a specific advertisement. If Publisher is unable to obtain the Advertising Materials from the PixFuture servers on a consistent basis, Publisher shall cease delivering Advertising Material and shall contact PixFuture promptly, but in no event, more than one business day after the problem first occurred. Publisher shall not resume the display of Advertising Materials until PixFuture directs Publisher to do so. In the event of a persistent outage of the PixFuture servers, PixFuture may, at its option, provide Publisher with the Advertising Materials directly, and may direct Publisher to serve the Advertising Materials from its servers.

3.3. PixFuture Insertion Code. Publisher shall place the PixFuture Insertion Code on all appropriate pages within its Publisher Properties. Publisher shall not alter, sell, or disclose the PixFuture Insertion Code in any way without PixFuture’s prior written consent. The PixFuture Insertion Code for Advertising Material may not be used on a web page other than one located at an approved Site and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved Web Site.

3.4. Modification Of Advertising Material. Advertising Material must not be modified from the original format without consent from PixFuture. Advertising Material cannot be placed in email messages. Publishers can not alter, copy, modify, take, sell, reuse, or divulge any computer code for the Advertising Materials. If Publisher violates this provision, PixFuture, may, at its option, either reduce or eliminate any and all payments due hereunder, and/or terminate this Agreement as provided herein.

3.5. Recording of Service Counts. PixFuture shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Universal Time Coordinated (UTC) shall be the time period for traffic and tracking purposes. Pixfuture shall pay to Publisher an amount equal to the billed and collected revenue by Pixfuture in a given calendar month from advertisements displayed on the Publisher Properties via the AuctionX. Net Earnings shall be paid to Publisher based on the payment terms, currency, and rates set forth in the Agreement. If Publisher does not raise any issues in writing with regards to the Net Earnings within ten (10) days of receipt, Publisher will forfeit its right to do so.

3.6 Publisher understands that PixFuture’s online statistics may not be 100% accurate and that PixFuture may make adjustments to Publisher’s online statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors. In the event that coding on Publisher Propertie(s) generates a substantial number of an erroneous impression due to a technical problem such as server malfunction, coding alteration, or a mistake in entering a code, Publisher agrees to respond to the e-mail generated by PixFuture technical support within 48 hours. If Publisher does not respond to this alert, PixFuture reserves the right to (a) withhold payment on all Impressions and clicks delivered after the 48-hour period has expired, or (b) not show any revenue-producing Advertising Material on the relevant Site(s).

3.7 Fraudulent Impressions. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by PixFuture’s Advertising Network. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, blind text links, running ‘spiders’ against the Publisher’s own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by PixFuture, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on a page that reloads automatically. The Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s click-throughs of any link other than PixFuture’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, PixFuture may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of PixFuture and is not in lieu of any other remedy available at law or equity. PixFuture’s ad server will be the official counter for determining the number of Advertising Material delivered under an applicable order and amounts payable under this Agreement.

Section 4. Eligible Site(s).

PixFuture reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation:

sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, ROMs, ‘warez’, emulators, or cracks, etc.)
sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
sites with illegal, false or deceptive investment advice and money-making opportunities
sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
sites that are under construction or incomplete
sites with extremely limited audiences or viewership
sites with any type of content reasonable public consensus deem to be improper or inappropriate
sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.

At any time PixFuture may investigate any Site for violation of this Agreement. PixFuture regularly performs compliance audits. If PixFuture determines that Publisher Propertie(s) includes any undesirable content, PixFuture may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s). In no event, will PixFuture or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher’s receipt of such notice from PixFuture.

Section 5. Representations and Warranties.

Publisher represents and warrants to PixFuture that:

All content, products, and services on the Publisher Propertie(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights; and

Publisher Propertie(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement; and

Publisher Propertie(s) are free of any “worm”, “virus” or other devices that could impair or injure any person or entity; and

It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules, and regulations; and

It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject.

Section 6. Term and Termination
Term. Subject to the early termination rights of either party herein, the term of this Agreement shall be 1 year from the date first written above, and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.

Termination by Either Party. Notwithstanding Section 6. An above, either party may terminate this Agreement at any time for one of the following reasons for any reason whatsoever, upon 30 days written notice to the other party. Notice may be provided via e-mail or any other public means and will be effective 30 days after its transmission.

PixFuture may terminate or suspend your access to the Services:
(a) should you fail to comply with a term or condition these Terms of Service and/or any applicable services agreement or other written agreement between you and PixFuture; (b) for any conduct that PixFuture believes is or may be directly or indirectly harmful to other users, to PixFuture or its subsidiaries, affiliates, or business contractors, business partners, suppliers, or to other third parties,

(c) for any conduct that violates any local, state, federal, or foreign laws or regulations.

Section 7. License and Intellectual Property.

PixFuture shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.

Section 8. Privacy

8.1. Privacy Policy. Each party shall include conspicuously on its Site(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third-party advertisers may place cookies on the browsers of visitors to Publisher’s Site(s).

8.2. Privacy Representations and Warranties. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable laws and regulations (including but not limited to laws governing privacy, and data protection).

8.3 Collection, Storage and Use of Data and Confidentiality Obligation.
The company understands that any Site Data and End-User Data received by Company from PixFuture in connection with the use of the PixFuture Services shall be exclusively limited to the use solely as agreed and permitted herein and exclusively for the purposes of this Agreement. PixFuture ensures compliance with applicable privacy laws, including without limitations the General Data Protection Regulations (“GDPR”) with regards to partners and End Users in the European Economic Area (“EEA”). Thus, as part of the binding term of this Agreement, the Company hereby undertakes that as a controller of the personal data of the End User it shall comply with the Applicable Laws as well as the DPA requirements as set forth in the applicable terms attached as a schedule to the Principal Terms, which constitutes an integral part of the Agreement. You are committed to complying with terms of the Data Processing Agreement.

Section 9. Confidentiality.
PixFuture shall disclose to Publisher the names of PixFuture’s Advertisers (“Client List”); and Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement and that it and its officers, employees, directors, members, agents, and representatives shall not disclose it to any other party for any purpose without the prior written consent of PixFuture. Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with PixFuture; but it cannot disclose the Client List or the existence or nature of PixFuture’s relationship with any Advertisers included in the Client List. Publisher’s obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.

Section 10. Indemnification.
The Publisher agrees to indemnify and hold PixFuture and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the Publisher in the PixFuture Network, (ii) operation of the Publisher’s Site(s) submitted to PixFuture for participation in the PixFuture Network or (iii) otherwise arising from Publisher’s relationship with PixFuture. The Publisher also agrees to indemnify PixFuture for any legal fees incurred by PixFuture, acting reasonably, in investigating or enforcing its rights under this agreement.

Section 11. Disclaimers, Exclusions, And Limitations.

Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, PixFuture MAKES, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL PixFuture BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT PixFuture HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL PixFuture’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.


Section 12. Non-Circumvention.

During the Term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Publisher agrees that it will not do business directly or indirectly with any Advertiser specified in an Order, or directly or indirectly solicit or induce such Advertiser to do business directly with the Publisher. Publisher understands and agrees that this prohibition is a key consideration and inducement for PixFuture to enter into this Agreement with Publisher, and to provide the services hereunder.

Section 13. General.

13.1. Inconsistency with Order. In the event of any inconsistency between an Order and this Agreement, the terms of the Order shall prevail.

13.2. Governing Law, Jurisdiction, and Venue. This Agreement and all Orders shall be governed by the laws of the province of Ontario, without regard for the conflict of law principles thereof. The Federal and State Courts located in Toronto, ON shall be the sole venue to hear controversies arising from or related to this Agreement, and each party consents to the personal jurisdiction of those courts.

13.3. Assignment. Any assignment, transfer or delegation by Publisher of its rights or duties hereunder will be governed by this Agreement, subject to the parties’ termination rights hereunder.

13.4. No Prior Agreements. This Agreement, together with all fully-executed Addenda, attachments, and exhibits attached hereto, and all proper Orders, contains every obligation and understanding between the parties regarding the subject matter hereof and merges and supersedes all prior and contemporaneous agreements and understandings, if any, regarding the subject matter hereof.

13.5. Severability, Rights Cumulative. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

The Parties represent that they fully acknowledge and agree to the terms of this Agreement and that the following individuals are authorized to sign on their behalf.

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Last Revised: April 27, 2022

GoStory Terms

1. General

a. These Channels Terms of Use (the “Channels Terms“) apply to your (“you“, “your“, “ Publisher“): (i) use of our Channels service (as defined below); (ii) any documentation related thereto Channels Platform (collectively (i)-(ii) the “Channels Platform“), which are owned or operated by Pixfuture Media Inc. (“us“, “we“, “our” or “Pixfuture“).

b. Please read these Channels Terms carefully; if you access or use the Channels Platform you agree to be bound by these Channels Terms and by our Privacy Policy , which is incorporated herein by reference.

c. Please note that if you create and/or embed content in connection with your use of the Channels Platform – Pixfuture’s Terms of Use shall apply.

2. Definitions

a. “Advertisements” shall mean any advertising materials (including content recommendations and/or any form of sponsored materials), in whatever format (including graphics, links, audio, display ads, video ads, etc.), as made available or delivered through the Channels Platform and/or Channels.

b. “Asset(s)” shall mean the domain(s) or sites of the Publisher as described in a separate and signed Insertion Order or Agreement.

c. “Assets Content” shall mean all materials and content on the Assets, including but not limited to text, programming code, graphics, animations, themes, logos, brands, photographs, images, video, audio, in whatever format.

d. “Channels” shall mean the GoStory video player, including the Pixfuture analytics/impact platform, and any extensions or derivatives or any part thereof (including any APIs, pixels, tags, cookies, iFrames, scripts or any other software components), including all related features and products as made available therein, as well as all materials and content, including text, programming code, graphics, animations, themes, logos, brands, photographs, images, video, audio, in whatever format, as provided by Pixfuture to the Publisher for the purpose of placing such content on Publisher’s Assets during the term of the agreement.

e. “Confidential Information” shall mean any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the date the Channels Terms entered into effect, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, research and development, formulas, programming, know-how, proprietary knowledge, technology and any related documentation, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications, financial and marketing information, business plans, business procedures, clients’ list, business partners or other information disclosed by one of the parties hereto (the“Disclosing Party”) to the other party (the “Receiving Party”) either directly or indirectly in writing, orally or by drawings. Confidential Information shall not, however, include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development; (iv) is required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

f. “Data” shall mean all data transmitted to Pixfuture through the Tag (as hereinafter defined), including metadata from the Channels Platform, and any personal and non-personal information pertaining to Users collected through their interaction with the Channels Platform, Channels, the Advertisements and/or with the Asset.

g. “Pixfuture Demand” means Advertisements provided by Pixfuture, whether owned by Pixfuture or provided to Pixfuture on behalf of third parties, which will be served by Pixfuture through the embedment of an Pixfuture Tag.

h. “Fraudulent Activity” shall mean (a) the display, promotion, distribution or interaction with the Channels Platform and/or the Advertisements (as hereinafter defined) in any manner which engages with anything other than natural persons viewing actually displayed Advertisements and/or other materials made available via the Channels Platform in the normal course of using any device, including, without limitation, browsing through online, mobile or any other technology or platform, as determined by Pixfuture in its sole discretion which may lead to falsely generated or artificially-inflated revenues; and/or (b) the automatic redirection of visitors, blind text links, misleading links, forced clicks, etc. from the Channels Platform and/or the Advertisements. Without limiting the foregoing, Fraudulent Activity shall include any of the following practices: i. Inclusion or counting of views or clicks by: a. A natural person who has been engaged for the purpose of viewing the Channels and/or the Advertisements, whether exclusively or in conjunction with any other activities of that person (including, without limitation, employing any means to induce, encourage, incentivize or trick the end-user into viewing or clicking on content made available via the Channels Platform and/or Advertisements); b. Non-human visitors (such as bots); and ii. Inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being; iii. Masking or cloaking the Asset’s URL, or employ any means to obscure the true source of traffic, or conceal conversions; iv. Generating automated, fraudulent or otherwise invalid impressions, inquiries, views, clicks or conversions, or artificially inflating impressions, inquiries, views, clicks, or conversions, or employing any misleading, deceptive or inappropriate practices (such as repeated manual clicks); and/or v. Installing or transmitting Malicious Code. i. “Insertion Order” shall mean a binding written agreement (including an online registration page or online order form) entered into or accepted by Publisher (and/or Pixfuture, as applicable) that incorporates these Channels Terms, or is otherwise related to the use of the Channels Platform. j. “Malicious Code” shall mean viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network. k. “Objectionable Content” shall mean content that promotes or contains links to content that is (i) pornographic, sexually explicit or obscene, (ii) harassing, threatening, abusive, inflammatory or racist, (iii) illegal, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) libelous or defamatory, (v) infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets or patents of such third party; (vi) violates the privacy, publicity, moral or any other right of any third party; (vii) offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by law; (viii) promotes illegal gambling, the use of illegal substances, or the consumption of alcoholic beverages or tobacco-related products; (ix) directed or primarily appeals to children under the age of 16; (x) harmful to Pixfuture’s or any other party’s systems and networks, including Malicious Code, adware, spyware or drive-by download applications; (xi) violates any obligation of confidentiality; or (xii) unacceptable in Pixfuture’s sole discretion. l. “Proprietary Rights” shall mean all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered: marks, trademarks, service marks, trade names, trade dress and associated logos, domain names and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and Confidential Information; (e) all rights in databases and data compilations (including, with respect to Pixfuture, the Data), whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media). m. “Tag” shall mean certain code in the Channels and/or the Advertisements and/or the Assets (including cookies, script codes, pixels, URL links, tags or any other implementation or technological means) that permits PIXFUTURE and/or its partners or service providers to collect Data in accordance with Pixfuture’s Privacy Policy and these Channels Terms

3. License and Restrictions

a. Subject to these Channels Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Channels Platform as provided herein.

b. Subject to these Channels Terms, you grant Pixfuture a non-exclusive, royalty free, revocable right and license to place the Channels (and Advertisements) on the Assets, including but not limited to: the use/distribution of Assets Content; Publisher’s RSS Feed; and for any other future Pixfuture features or products made available to you (and you accept) for which a license would be naturally required. For the avoidance of doubt, all title and interest in the Assets Content and/or RSS Feed shall remain the property of Publisher/applicable owner.

c. You may not, and may not encourage or assist others to: i. Publish, distribute, duplicate, sell, re-sell, disclose, “frame”, market, license, sublicense, rent, lease, display, provide, transfer or make available the Channels Platform or make any other use of Channels Platform, any portion thereof or any content displayed therein, to any third party, except as explicitly permitted in these Channels Terms or with our prior written permission; ii. Modify, remove, edit, amend, truncate, obscure, bypass or reorder any aspect of the Channels Platform or the Advertisements, unless Pixfuture makes available the means for the foregoing through an explicit embedded feature or functionality offered by Pixfuture in the Channels Platform and to the extent enabled by such feature or functionality; iii. Download, extract, republish, retransmit, reproduce or make any other use of the Channels Platform as a stand- alone file; iv. Decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Channels Platform or any portion thereof. v. Copy, crawl, index, cache or store any information derived by Pixfuture, or use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Channels Platform and/or any underlying technology; vi. Edit, remove, obscure or alter any credits, watermarks, tradenames, trademarks, logos, service marks or copyright notices set on Channels Platform, Advertisements and/or Pixfuture Content, or remove or obscure the attribute/hyperlink to Pixfuture and the Website (“Powered by Pixfuture” or any other similar wording); vii. Use the Channels Platform and/or any underlying technology to introduce any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.

d. We may edit, modify, disable access or remove any content from our Channels Platform, for any reason, at any time and without prior notice. We also reserve the right to remove or disable access to any content or material posted, uploaded, published or incorporated in or to the Channels Platform, including by any users that are repeated infringers of our policies.

e. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you.

4. Publisher Representations and Warranties

a. Publisher represents and warrants that: i. It has the full right to grant the rights granted hereunder; ii. It owns and operates the Asset, or is otherwise properly licensed to embed the Channels Platform, Advertisements (if applicable) and/or the Tag on the Asset; iii. It will not, directly or indirectly, violate these Channels Terms, or infringe upon the rights of any third party, including proprietary, privacy or publicity rights; iv. It is solely responsible to adopt any necessary measures to limit or restrict access to the Channels Platform, as required by applicable law and/or industry best practices, including with respect to the protection of minors or children; v. It will not embed or promote the Channels Platform in association with any material or content (including any content displayed, made available on or linked from the Asset) which is, or which may be reasonably considered by Pixfuture (at its sole discretion) as Objectionable Content; and any information Publisher provides Pixfuture (including contact information, payment information or any reports that were or ought to be provided by Publisher to Pixfuture) will at all times be complete and accurate, and will be maintained up-to-date at all times. vi. It is solely responsible for any content created, provided or otherwise made available by Publisher in connection with Publisher’s use of the Channels Platform, including without limitation the Assets Content and/or RSS Feed.

b. Publisher further agrees that it will not: i. Remove, alter, disable or circumvent any Tag or otherwise interfere with Pixfuture’s ability to monitor user interaction in accordance with these Channels Terms; ii. Engage in any Fraudulent Activity; iii. Engage in any action or practice that disparages or devalues Pixfuture, the Channels Platform, the Advertisements, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Channels Platform; and iv. Place and/or embed Channels Platform on Assets that utilize “zombie cookies” and/or “super-cookies”, and/or otherwise circumvent the end user’s privacy collection preferences.

c. Without derogating from Publisher’s representations and warranties under these Channels Terms, Publisher agrees that Pixfuture or anyone delegated on its behalf shall have the right, but not the obligation, to monitor Publisher’s compliance with these Channels Terms, in any form or technology chosen by Pixfuture according to its sole discretion. Publisher shall have no claim or demand against Pixfuture with respect to such monitoring.

d. Pixfuture is not responsible for any Objectionable Content or information made available on or linked from any Asset, Assets Content, Channels, Channels Platform, Pixfuture Demand and/or Advertisements. Publisher confirms that it is aware that some of the content made available through the Channels Platform is user generated content (“UGC”) (including, but not limited to, Giphy content) and that the sole responsibility for UGC lies with its various respective creators and/or uploaders. Pixfuture does not warrant and cannot guarantee that the UGC will not be infringing in any way. It is hereby clarified that in case of infringement or other content issues that may arise with the UGC, Publisher’s sole remedy with respect to such content shall be to submit a written complaint to Pixfuture, which will review such complaint and, if applicable, remove such UGC in accordance with its Terms of Use. Pixfuture does not monitor, pre-screen or approve UGC (including any translations) made available via the Channels Platform, and Pixfuture cannot guarantee its quality, accuracy or fitness for any purpose.

5. Data Protection

a. Publisher grants pixfuture a non-exclusive, royalty-free right and license to place the Tag on the Channels Platform, Channels and the Advertisements embedded on the Assets and to collect, use and disclose any Data obtained through the Tag, in accordance with the pixfuture Data Protection Addendum (as applicable), which is incorporated herein by reference.

b. Publisher shall provide its end users with a notice and obtain their consent, as required by applicable laws and regulations in connection with the collection, use and disclosure of Data through the use or access to the Channels Platform and the Advertisements, and storing and accessing of cookies or other information on the end users’ devices, including with respect to the use of any technological methods for the purpose of collecting such Data (including, without limitation, the Tag and any cookies, web beacons, etc.), and including with respect to displaying interest-based or targeted content.

c. Without limiting from the foregoing, Publisher shall ensure that end users are provided with a notice that third parties may collect, use and share Data in accordance with their respective privacy policy through an adequate privacy policy, which will be presented to end users. Such privacy policy shall address the Publisher’s practices with respect to the collection, use and disclosure of any user’s Data obtained from the end user (including through the Tag) and shall be easily accessible by the end users prior to any collection, use or disclosure of Data.

d. Pixfuture may enable its partners (including its Publishers) to use a data management platform that will enable them to manage their audience information and Data, pursuant to the terms of an Insertion Order or any other form of agreement entered between Publisher and Pixfuture. You acknowledge that you are solely responsible and assume all liability in connection with your use of any audience information and Data (whether through the data management platform or otherwise), including with respect to compliance with any applicable data protection laws or regulations.

e. Without limiting from the foregoing, Publisher shall collect, use or disclose Data in accordance with any applicable laws and with its privacy policy, and shall allow Pixfuture to provide any link or notice it deems necessary for the provision of any disclosure in or around the Channels Platform or Advertisements.

6. Advertisements

a. Publisher agrees that the Channels are ad-supported and therefore Pixfuture may (but is not obligated to) deliver or include any Advertisements, within or adjacent to the Channels on the Asset(s), for any promotional or marketing purposes.

b. Publisher further agrees not to include any advertising, promotional or marketing materials of any kind within the Channels Platform, unless explicitly agreed upon by Pixfuture by entering into a separate and valid Insertion Order or any other form of written agreement.

7. Reports

a. In the event that Pixfuture provides reports to the Publisher, under an Insertion Order or any other form of agreement entered between Publisher and Pixfuture (“Reports“), such Reports shall be solely based on Pixfuture’s tracking systems and will be considered as final and non-appealable proof for the purpose of computing the fees due and payable to any party pursuant to the terms of the Insertion Order or applicable agreement. Publisher acknowledges that no other measurements or statistics of any kind will be accepted by Pixfuture or have any effect on the fee due under that Insertion Order or applicable agreement.

b. Notwithstanding the foregoing, Publisher acknowledges that any information included in Pixfuture Analytics and in the Reports is subject to Publisher’s traffic quality, performance and compliance with the terms and conditions of these Channels Terms and are thereby subject to adjustments or modifications by Pixfuture at all times. The information included in Pixfuture Analytics and the Reports is not guaranteed to be accurate and is subject to adjustments resulting from, among other things, a final accounting, deductions, traffic performance or bad referrals, all as determined by Pixfuture’s sole and absolute discretion. In no event and for no reason shall Pixfuture be liable for any unavailability or inaccuracy, temporary or otherwise, of PIXFUTURE Analytics and/or of the Reports.

8. Proprietary Rights

a. All right, title and interest in and to the Channels Platform, including compilations, digital conversions, magnetic translations, software and other materials related to the Channels Platform are and shall at all times remain the sole and exclusive property of Pixfuture, and are protected by applicable intellectual property laws and treaties.

b. All materials and contents displayed, made available, included, incorporated, uploaded, posted, published, contributed, performed or used on the Channels Platform, which were created by Pixfuture (together “Pixfuture Content”), are: i. The sole property of Pixfuture and/or third parties, as applicable (including, without limitation, with respect to content from Getty Images as further detailed below); and ii. Protected by applicable intellectual property rights, including copyright laws.

c. All data related to the Channels Platform or collected through the Channels Platform, if any (including through the use of tags, pixels, cookies, scripts or any other software components) shall be the sole property of Pixfuture. All trademarks, service marks, trade names, logos, and any other proprietary designations of Pixfuture used herein, are trademarks or registered trademarks of Pixfuture. Any other trademarks, service marks, trade names, logos and any other proprietary designations are the trademarks or registered trademarks of their respective parties. In addition, the arrangement and compilation of the Website and the applications (including, without limitation, the “look & feel”) are the exclusive property of Pixfuture and are protected by copyright laws.

d. All rights not expressly granted to you in these Channels Terms are reserved by Pixfuture.

e. The Channels Platform contains user content and Pixfuture Content. Such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Channels Platform.

9. Reporting Abuse

If you feel that any person or content is abusing our policies, or otherwise violating your rights, please contact us at: Support . Be sure to identify the specific content and the reason you feel it should be removed.

10. Copyright Policy

a. In the appropriate circumstances and under our sole discretion, we may disable or terminate the Pixfuture accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act of 1998, we will respond expeditiously to claims of copyright infringement committed using the Channels Platform that are reported to Pixfuture’s Designated Copyright Agent, identified in the sample notice below.

b. If you are a copyright owner, or are authorized to act on behalf of one, and you believe in good faith that any material or content made available on or through the Channels Platform has been used or exploited in a manner that infringes or violates any work or other intellectual property you own or control, please report the alleged copyright infringements taking place on or through the Channels Platform by completing the following DMCA Notice of Alleged Infringement (“Notice”) and delivering it to Pixfuture’s Designated Copyright Agent. Upon receipt of the Notice as described below, we will take whatever action, in our sole discretion, as we deem appropriate, including removal of the challenged material from the Channels Platform.

c. You can submit a Notice by: i. Filling in and submitting our online form; or ii. Providing the following information to our Designated Copyright Agent:

  • Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify: I. the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link(s) shown on the Channels Platform where such material may be found; and II. the reference or link to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link(s) shown on the Channels Platform where such reference or link may be found.
  • Provide your contact details – mailing address, telephone number, and, if available, email address.
  • Include both of the following statements in the body of the Notice:
    “I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
    “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  • Provide your full legal name and your electronic or physical signature.
    Deliver this Notice, with all items completed, to Pixfuture’s Designated Copyright Agent: Via client support portal: Support Attn: Designated Copyright Agent 7191 Yonge St, Suite 812, Toronto, ON, L3T0C4

11. Privacy Policy

To demonstrate our commitment to your privacy, we have developed our Privacy Policy which outlines our practices with respect to the collection, use and disclosure of information relating to your activities on the Channels Platform, Channels and the Advertisements. By using our Channels Platform, you acknowledge that you have reviewed our Privacy Policy and agree to be bound by its terms and conditions.

12. Links or Access to Third Party Content

It is hereby clarified that our Channels Platform and/or the Advertisements may contain links to third party websites, apps, services, offering, materials, products, advertisements, recommendations or other events or activities (“Third Party Content“) that are not owned or controlled by us. We do not control, endorse or assume any responsibility for any such Third Party Content. If you access any Third Party Content from our Channels Platform, you do so at your own risk and you agree that we will have no liability arising from your use of or access to any Third Party Content. Please be aware that such Third Party Content own terms of use and privacy policy will apply and govern your activities and any information you disclose while interacting with such Third Party Content.

13. Third Party Software

Portions of the Channels Platform may include software that we license from third parties, which may include open source software or related components (“Third Party Software“) and is subject to the terms imposed by third party licensors. We do not make any warranty with respect to Third Party Software. For further information about Third Party Software, please visit here. You agree that your use of the Channels Platform is subject to the applicable Third Party Software referred to therein, as updated from time to time.

14. Termination

a. Pixfuture may terminate or suspend the licenses provided herein at any time and cease providing you access to our Channels Platform, with or without cause or notice to you.
If you violate these Channels Terms or if you violate any terms, restrictions or limitations specified in any additional agreement(s) you may enter into with Pixfuture or that may apply to your specific use of the Channels Platform, or if you otherwise create risk or possible legal exposure for us, we can immediately stop providing you access to all or part of the Channels Platform and terminate the licenses provided herein (restricting your access to our Channels Platform) and/or the additional agreement(s), as applicable.

b. Upon termination, you continue to be bound by sections: License and Restrictions, Proprietary Rights, Privacy Policy, Termination, Indemnification, Limitations on Liabilities, Warranty Disclaimer, Disputes and Miscellaneous.

c. Termination of a Publisher’s access to and use of the Channels Platform shall not relieve Publisher of any obligations arising or accruing prior to such termination or limit any liability which Publisher otherwise may have to Pixfuture, including without limitation any indemnification obligations contained herein.

15. Indemnification

If anyone brings a claim against us related to your use of our Channels Platform, you will indemnify and hold us (including our and our subsidiaries’ shareholders, directors, officers, employees, partners and agents) harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) related to such claim.

16. Limitations on Liabilities

a. To the maximum extent permitted by law, Pixfuture (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) shall not be liable for any personal injury, indirect, incidental, special, exemplary, consequential or punitive damages, or any loss of profits or revenues (regardless of whether we were advised of the possibility of such damages), whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses.

b. In no event shall Pixfuture’s (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) aggregate liability for all claims relating to the use of the Channels Platform and/or applicable signed Insertion Order agreement exceed the fees paid, if any, to Publisher by Pixfuture in the six (6) month period preceding the events giving rise to the liability. The existence of one or more claims will not enlarge this limit. The parties acknowledge and agree that this section is an essential element of the agreement and that in its absence, the economic terms of this agreement would be substantially different. This section is severable and shall survive any termination or expiration of this agreement. Applicable laws may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable laws.

17. Warranty Disclaimer

a. The Channels Platform and all included content (including any Pixfuture Content, the Channels and/or the Advertisements) are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. We specifically disclaim any and all warranties, express or implied, and conditions of merchantability, title, fitness for a particular purpose, and non-infringement. We do not guarantee that the Channels Platform (including the Channels and the Advertisements) and all included content will always be complete, accurate, safe, secure, bug-free or error-free, or that the Channels Platform and all included content will always function without disruptions, delays or imperfections. We may change, suspend or discontinue the Channels Platform (or any part thereof, including the Pixfuture Content) at any time, including the availability of any feature or database, without notice or liability. In addition, we may impose limits on certain features and services or restrict Publisher’s access to the Channels Platform (or any part thereof) without notice or liability.

b. We do not control or direct Publisher’s actions on our Channels Platform and are not responsible for the content or information Publisher transmits or publishes on or through our Channels Platform.

c. To the fullest extent permitted by law, we disclaim any responsibility or liability for the accuracy, reliability, availability, completeness, operability of the Channels Platform or to any content included in the Channels Platform.

d. You expressly acknowledge and agree that the use of the Channels Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and efforts is solely with you.

18. Disputes

Governing law

a. These Channels Terms and your use of the Channels Platform shall be governed by the laws of the Province of Ontario, without respect to its conflict of laws principles. You and Pixfuture agree to submit to the personal jurisdiction of competent courts located in Ontario Province, Toronto, for any actions not subject to the Arbitration section below.

Arbitration & class action waiver

b. For any dispute, claim or controversy arising out of or in relation to these Channels Terms or to the breach, termination, enforcement, interpretation or validity thereof, or to your access or use of the Channels Platform (together “Dispute“), you agree to first contact us and attempt to resolve the Dispute with us informally. If Pixfuture has not been able to resolve the Dispute with you informally, you and we agree to resolve any Dispute by binding individual arbitration. Any provision of applicable laws notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Channel Terms. The arbitration shall be conducted in Ontario Province, Toronto. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Pixfuture submit to the arbitrator, unless the arbitrator determines that a hearing is necessary.

c. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights and for matters related to data security or unauthorized access to the Channels Platform. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims.

d. You agree that, by entering into these Channels Terms, you and Pixfuture are each waiving the right to a trial by jury or to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person, if we are a party to the proceeding.

19. Modifications

We may revise these Channels Terms from time to time, in our sole discretion and the most current version will always be posted on our website (as reflected in the “Last Revised” heading). We encourage you to review these Channels Terms regularly for any changes. By continuing to access or use the Channels Platform after any revisions become effective, you agree to be bound by the revised Channels Terms.

20. Miscellaneous

Email Notifications

a. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose.

b. If you provided Pixfuture with your contact information, Pixfuture may send you marketing communications, from time to time, relating to our business or the businesses of carefully-selected third parties which Pixfuture think may be of interest to you, pursuant to our Privacy Policy . By providing us your contact details (whether through an online registration form, an Insertion Order or in any other way) you specifically agree to this. You may unsubscribe at any time from such marketing communication(s) by contacting us through Support .

Third Party Beneficiaries

c. Pixfuture’s subcontractors and third-party service providers are intended third-party beneficiaries of these Channel Terms and upon your acceptance of these Channel Terms, Pixfuture’s subcontractors and third-party service providers will have the right to enforce these Channels Terms as related to the licenses granted herein against you as third-party beneficiaries thereof.

Severability and Entire Agreement

d. These Channels Terms, Privacy Policy , Data Protection Addendum (if applicable), and any amendments thereto and any additional agreements you may enter into with Pixfuture or that may apply to your specific use of the Channels Platform, constitute the entire agreement between you and Pixfuture with respect to the use of the Channels Platform, and supersede all prior or contemporaneous communications and proposals, whether oral, written or electronic, between you and Pixfuture. If any provision of these Channels Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Channels Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Force Majeure

e. Pixfuture shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment

f. These Channels Terms are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Relationship

g. No agency, partnership, joint venture, or employment relationship is created as a result of these Channel Terms and neither party has any authority of any kind to bind the other in any respect.

No Waiver

h. Our failure to enforce any part of these Channels Terms shall not constitute a waiver of our right to later enforce that or any other part of these Channels Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Export Control

i. You agree to comply with the export laws and regulations of the United States and any other country with jurisdiction over the Channels Platform, and that you shall not export or re-export, directly or indirectly, the Channels Platform or any technical information disclosed hereunder to any destination prohibited or restricted by applicable export control regulations.

Headings

j. The section and paragraph headings in these Channels Terms are for convenience only and shall not affect their interpretation.

Contact Us

k. We value hearing from our users and welcome your feedback. You may contact us anytime at the following Client support portal: Support

Publicity

l. Publisher agrees that Pixfuture may use the Publisher’s name and logo for advertising and publicity purposes and may refer to the existence of their relationship on the Website and in press releases, advertising, or marketing materials distributed to prospective partners, and for that purpose Publisher hereby grants Pixfuture an irrevocable, perpetual, worldwide license to use Publisher’s name, logo, label or any other trademarks or symbols associated with the Publisher

Getty Content

m. As applicable, Publisher agrees that its use of Getty Content (as specified in the Pixfuture Terms ) when embedding Channels Platform on the Asset shall be performed solely in a manner consistent with the rights and restrictions in Getty Images Premium Access Standard Terms and Conditions, as available here (as may be amended from time to time) (in addition to the Pixfuture Terms and the terms provided herein), and Publisher specifically represents that Publisher may not embed Channels Platform which incorporate Getty Content on Assets that are designed to induce or involving the sale, license or other distribution of “on demand” products (e.g., products in which the Getty Content is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, electronic greeting cards, wallpaper or ringtones for mobile telephones and other items.

Social Media
YouTube

1. Publisher acknowledges and agrees that embedding Channels Platform which include videos uploaded from or hosted on YouTube (through YouTube API) shall be performed solely in a manner consistent with YouTube’s Terms of Service, YouTube’s Community Guidelines , YouTube’s Privacy Policy and YouTube’s API Terms .

Instagram/Meta/Facebook

2. Publisher acknowledges and agrees that embedding Channels Platform which include videos/pictures/posts uploaded from or hosted on Instagram/Meta/Facebook (through Meta API) shall be performed solely in a manner consistent with Instagram/Meta/Facebook’s Terms of Service.

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Last Revised: May 7, 2018

Data Processing Agreement

This Data Processing Agreement (“DPA”) is hereby entered by and between PixFuture Media Inc. and PixFuture Media Inc and its Affiliates (collectively “PixFuture”) and the undersigned counterparty on behalf of itself and its Affiliates (collectively “Company”), each a “party” and collectively, the “parties“. This DPA sets forth the parties’ responsibilities and obligations regarding the Processing of Personal Data, including without limitations internet protocol (“IP”) address, IDs (as defined below) and similar online identifiers, during the course of the parties’ engagement under the Master Service Agreement previously signed between the parties (“MSA”).

This DPA forms an integral part of the MSA and amends any previously terms relating to the Processing of Personal Data. This DPA shall be effective as of parties’ signature date if such date is before May 25, 2018; or as of May 25, 2018 Company’s signature date is made following such date (“Effective Date”).

Capitalized terms not defined herein shall have the respective meanings given to them in the MSA.

1) Definitions

1.1 “Affiliates” means any entity which is controlled by, controls or is in common control with one of the parties.

1.2 “Data” means any and all Data Subject’s data collected through the course of the Agreement or shared between the parties that may include, inter alia, demographic data, device information, Ad IDs, cookies, browsing URLs, apps installed and/or accessed, events, and geo localization data. The Data includes, without limitation, data deemed as Personal Data.

1.3 “Data Protection Law” means any and all applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law) as may be amended or superseded from time to time.

1.4 “Controller“, “Processor“, “Data Subject“, “Personal Data“, “Processing” (and “Process“), “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority” shall have the meanings given in EU Data Protection Law.

1.5 “EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iii) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (iv) any legislation replacing or updating any of the foregoing (v) any judicial or administrative interpretation of any of the above, including any binding guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority.

1.6 “ID” means (i) a unique identifier stored on an end-user’s device, (ii) a unique identifier generated on the basis of device information, or (iii) a resettable advertising ID associated with a mobile device or an application.

1.7 “Security Incident” means any security breach relating any Personal Data elements leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data within, Personal Data transmitted, stored or otherwise processed; including without limitation the meaning assigned to it under paragraph 12 of Article 4 of the GDPR. For the avoidance of doubt, any Personal Data Breach of the other Party’s Personal Data will comprise a Security Breach.

2) Applicability

This DPA applies solely to the extent that EU Data Protection Law applies to the Processing of Personal Data under the Agreement, including if (i) the Processing is in the context of the activities of an establishment of either party in the European Economic Area (“EEA”) or (ii) the Personal Data relates to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA by or on behalf of a party. Notwithstanding the above, this DPA does not apply to aggregated reporting or statistics information a party may collect from Data Subject or provide to the other party.

3) Parties’ Roles

The parties agree and acknowledge that under the performance of their obligations set forth in the MSA, and with respect to the Processing of Personal Data, PixFuture is acting as a Data Processor and the Company is acting as a Data Controller. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under applicable Data Protection Law.

4) Processing of Personal Data and Compliance with Data Protection Law

4.1 In performing its obligations under the Agreement, the parties may provide Personal Data to the other party. Each party shall collect, process and share Personal Data in compliance with applicable Data Protection Law, industry standards and its obligations herein.

4.2 Without derogating from the general or specific terms herein, the Company hereby warrants and represents that as of May 25, 2018 it will be compliant with EU Data Protection Law, and in its use of PixFuture Services, it shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Company obtained Personal Data.

4.3 During the Term of the MSA, PixFuture shall only Process Personal Data on behalf of and in accordance with the MSA and any and shall treat Personal Data as Confidential Information. Company instructs PixFuture to Process Personal Data for the following purposes: (i) Processing in accordance with the MSA in order to provide the PixFuture Services; (ii) Processing in order to comply with additional instructions provided by the Company and agreed in written between the parties, which shall ensure that its instructions for the Processing of Personal Data shall comply with the Data Protection Law.

4.4 The Company sets forth the details of the Processing of the Personal Data under the MSA, as required by Article 28(3) of the GDPR in Schedule 1, attached hereto.

4.5 PixFuture may Process Personal Data other than as instructed by the Company if it is mandatory under applicable law. PixFuture shall make best efforts to inform the Company of such requirement unless prohibited under applicable law.

4.6 Each party shall identify and provide contact details for its contact point within its organization authorized to respond to enquiries concerning Processing of the Personal Data or its Data Protection Officer (“DPO”), as applicable. In the event of a change of the above contact person or DPO’s identity, each party shall provide updated contact details.

5) Privacy Policy, Consent Requirements & Rights of the Data Subject

5.1 As between the parties, the Company undertakes accepts and agrees that the Data Subject do not have a direct relationship with PixFuture and that PixFuture relies on legitimate interest or consent (if applicable and required under Data Protection Law) as its legal basis to Process Personal Data. In the event consent is needed under Data Protection Law, the Company shall ensure that it obtains a proper act of consent from Data Subjects and all necessary and appropriate notices in accordance with applicable Data Protection Law and other relevant privacy requirements in order to Process Personal Data and enable lawful transfer of the Personal Data to PixFuture for the duration and purposes set forth in the MSA and herein, as well as in order to enable the data collection in order to provide the PixFuture Services under the MSA, as detailed in PixFuture’s privacy policy available at: https://www.pixfuture.com/terms-and-conditions/ (“Privacy Policy”). In the vent Data Subject consent is required under Data Protection Law, Company shall maintain a record of all consents obtained from Data Subject, including the time and data on which consent was obtained, the information presented to Data Subject in connection with their giving consent, and details of the mechanism used to obtain consent, as well as a record of the same information in relation to all withdrawals of consent by Data Subject. Company shall make these records available to PixFuture promptly upon request.

5.2 Without derogating from the Company’s obligations hereunder, the Company may only provide PixFuture, the Personal Data types and parameters which are explicitly permitted under PixFuture’s Privacy Policy. The Company shall be solely liable for any Data which is provided or otherwise made available to PixFuture or anyone on its behalf in excess of the Personal Data permitted therein.

5.3 Unless otherwise agreed to in writing by the parties, the parties shall not share Personal Data that allows Data Subjects to be directly identified (e.g., name or email) or any Personal Data that contains Personal Data relating to children under 16 years old. In addition, Special Categories of Personal Data shall not be Processed or shared in connection with the performance of each party’s obligations under the MSA.

5.4 The Company shall maintain a publicly-accessible privacy policy on its mobile applications, websites or any other applicable digital assets that is available via a prominent link that satisfies transparency disclosure requirements of Data Protection Law.

5.5 It is agreed that where either party receives a request from a Data Subject or an applicable authority in respect of Personal Data Controlled or Processed by the other party, where relevant, the party receiving such request will direct the Data Subject or the authority to the other party, as applicable, in order to enable the other party to respond directly to the Data Subject’s request. Each party shall reasonable cooperate and assist the other party in handling of a Data Subject’s or an authority’s request, to the extent permitted under Data Protection Law.

6) Sub-Processor

6.1 Company acknowledges that in the provision of the PixFuture’s Services, PixFuture may transfer Personal Data to and otherwise interact with third party data processors (“Sub-Processor”). Company authorizes PixFuture to engage and appoint such Sub-Processors to Process Personal Data, as well as permits each Sub-Processor to appoint a Sub- Processor on its behalf.

6.2 PixFuture may continue its engagement with its current Sub-Processors as of the date of this DPA as detailed in Schedule 2 attached hereto, which the engagement is which use is subject to the respective Sub-Processors terms and applicable guidelines.

6.3 In the event PixFuture shall appoint with a new Sub-Processor, it shall provide a notice of the appointment of any new Sub-Processor (for instance as part of a Privacy Policy amendment or by any other notification, as PixFuture deems applicable in its sole discretion), whether by general or specific reference to such Sub-Processor (e.g., by name or type of service), including relevant details of the Processing to be undertaken by the new Sub Processor (“Sub-Processor Notice”).

6.4 The Company may object the appointment of the new Sub-Processor, as follows:

6.4.1 The Company may provide PixFuture, within seven (7) days of Sub-Processor Notice, with a written notification stating its objection, based on reasonable grounds, to the appointment of the New Sub-Processor.

6.4.2 PixFuture may not appoint for the processing of Company’s Personal Data the proposed Sub-Processor until reasonable steps have been taken to address the objections raised by Company. PixFuture shall provide the Company with a written notification detailing the steps taken in this regard.

6.4.3 Within three (3) days of receipt of PixFuture’s notice regarding the steps taken as detailed in Section 6.4.2 above, the Company may notify PixFuture it does not find such steps taken by PixFuture sufficient to settle its objections. In the event the Company have not provided such notification, it will constitute Company’s approval of the Sub Processor. In the event the Company further object, each party may terminate the MSA upon a written notification effective immediately, without liability.

6.5 PixFuture will enter into separate contractual arrangements with such Sub-Processors binding them to comply with obligations in accordance with Data Protection Law.

7) Return and Deletion of Personal Data

7.1 Subject to Section 7.2, PixFuture shall promptly and in any event within up to sixty (60) days of the date of cessation the MSA, delete or pseudonymize all copies of those Personal Data obtained through the Company, except such copies as authorized or required to be retained in accordance with applicable law and/or regulation.

7.2 PixFuture may retain the Personal Data to the extent authorized or required by applicable laws, provided that PixFuture shall ensure the confidentiality of all such Personal Data and shall ensure that it is only processed for legal purpose(s).

8) Technical and Organizational Measures & Security Incident

8.1 Each party shall implement appropriate technical and organizational measures to protect the Personal Data and its security, confidentiality and integrity and the Data Subject’s rights, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing the Personal Data, as well as the risk of varying likelihood and severity for the consumer’s rights, in order to ensure a level of security appropriate to that risk, including measures such as access control, auditing, encrypted transmission of data, encrypted storage and physical protections in-line with industry best practices, in accordance Data Protection Laws.

8.2 Description of the technical and organizational measures implemented by PixFuture, are available at: https://www.pixfuture.com/terms-and-conditions/ (“Security Information Page”). PixFuture may update or modify the Security Information Page from time to time provided that such updates and modifications will not result in the degradation of the overall security of the Personal Data.

8.3 PixFuture shall take reasonable steps to ensure that its personal access to the Personal Data is limited on a need to know or access basis, and that its personnel receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access or use of the Personal Data.

8.4 The Company hereby confirms that the Security Information Page detailed above provide an appropriate level of protection for the Company’s Personal Data Processed through the PixFuture Services, taking into consideration the nature of Personal Data and the risks associated with the Processing of the Personal Data.

8.5 In the event that PixFuture or Company suffer a confirmed Security Incident, each party shall notify the other party, by means of any applicable communication, without undue delay. The parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.

8.6 A notification of a Security Incident by PixFuture shall not constitute an acknowledgement by PixFuture of any liability with respect to applicable Personal Data related to the Security Incident.

9) Data Protection Impact Assessment and Prior Consultation.

At the written request of the Company, PixFuture shall provide reasonable assistance, at the Company’s expense, with any data protection impact assessments or prior consultations with Supervising Authorities or other competent data privacy authorities, as required under any Data Protection Laws. Such assistance shall be solely in relation to Processing of Personal Data provided by the Company.

10) Audit Rights

10.1 Subject to the terms of this Section 10, PixFuture shall make available to a reputable auditor nominated by the Company in coordination with PixFuture, upon prior written request and solely once per year, such information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Processing of the Personal Data provided by the Company, and subject to a written confidentiality obligations signed by the auditor (“Audit”). In any event, the Audit shall be subject to the terms of this DPA, and to PixFutures’s obligations to third parties, including with respect to confidentiality. Cedao may object in writing to an auditor appointed by the Company in the event PixFuture reasonably believes, the auditor is not suitably qualified or independent, a competitor of PixFuture or otherwise manifestly unsuitable (“Objection Notice”). In the event of Objection Notice, the Company will appoint a different auditor or conduct the Audit itself.

10.2 Company shall bear all expenses related to the Audit and shall reimburse PixFuture for all such expenses occurred to it due to the Audit, and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimize) any damage, injury or disruption to PixFuture’s premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit.

10.3 The Company shall provide PixFuture with a reasonable prior written request for any Audit or inspection to be conducted. The parties shall mutually agree upon the scope, timing and duration of the Audit or inspection in addition to the reimbursement rate for which Company shall be responsible.

10.4 It is hereby agreed that the Audit will be conducted as follows: (i) upon Company’s written request, PixFuture will provide the Company or its appointed auditor with the most recent certifications and/or summary audit report(s), which PixFuture has procured to regularly test, assess and evaluate the effectiveness of its security measures; (ii) PixFuture will reasonably cooperate with the Company by providing available additional information concerning the security measures; (iii) in the event further information is needed by the Company in order to comply with a competent Supervisory Authority’s request, the Company will inform PixFuture in writing to enable it to provide such information or to grant needed access, at PixFuture’s sole discretion; (iv) solely to the extent the above does not enable the Company to satisfy an audit obligation mandated by applicable law or legally mandated entities, the Company or its appointed auditor may conduct an onsite visit of the facilities used to provide the PixFuture Service and under PixFuture’s control. Such visit will occur with at least 30 days’ prior written notice, during normal business hours and only in a manner that causes minimal disruption to PixFuture’s business, and in accordance with any audit procedures reasonably required by PixFuture in order to protect its data and business.

10.5 The Company shall promptly notify PixFuture with information regarding any non-compliance discovered during the course of an Audit.

11) Data Transfer

Where EU Data Protection Law applies, neither party shall transfer to a territory outside of the EEA unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU Data Protection Law. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data.

12) Liability

12.1 Each party shall take out and maintain insurance policies to the value sufficient to meet their respective liabilities under or in connection with this DPA and the Agreement. Upon a party’s request, the other party will provide evidence that such insurance is in place.

12.2 The total combined liability of either party towards the other party and its Affiliates under or in connection with the DPA will be limited to any liability cap set forth in the MSA.

13) General.

13.1 The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the MSA with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.

13.2 This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the MSA.

13.3 In the event of any conflict or inconsistency between this DPA and PixFuture’s Privacy Policy, PixFuture’s Privacy Policy shall prevail provided only that the procedure prevailing through the Privacy Policy shall not constitute as a breach or infringement of any Data Protection Laws. In the event of inconsistencies between the provisions of this DPA and the MSA, terms of this DPA shall prevail.

13.4 This DPA is not intended to, and does not in any way limit or derogate from Company’s own obligations and liabilities towards PixFuture under the MSA, and/or pursuant to the EU Data Protection Laws.

13.5 Nothing in this DPA shall confer any benefits or rights on any person or entity other than the parties to this DPA.


Schedule 1

Details of Processing of Controller Personal Data

This Schedule 1 includes certain details of the Processing Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Personal Data

As set out in the MSA and PixFuture’s Privacy Policy incorporated therein.

The nature and purpose of the Processing of Personal Data

To provide the PixFuture Services, as detailed in the MSA, including without limitation to display advertising to Data Subjects and optimizing performance.

The types of Personal Data to be Processed

ID’s, as shall be amended from time to time according to PixFuture’s Privacy Policy.

The categories of Data Subject to whom the Personal Data relates

Company’s end users to which EU Data Protection Law applies and its Personal Data is provided to PixFuture in order to provide the PixFuture’s Services. The obligations and rights of the Company are set out in the MSA and this DPA.

The obligations and rights of the Company and its Affiliates

As set out in the MSA and this DPA.

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Last Revised: March 20, 2013

Demand Policy

These policies apply to our demand partners, meaning anyone who buys inventory from PixFuture platform. These policies don’t replace or alter your PixFuture agreement – they are in addition to those terms. PixFuture may update these policies from time to time.

Prohibited Creatives and Related Content

You cannot use the PixFuture for ads that do any of the following (or link to any website or other online property that does any of the following):

– Contain nudity or suggestive content or images;
– Promote adult products, including sex toys and sexual enhancers;
– Promote adult-themed dating, escort services, “mail-order brides,” or similar services;
– Install spyware, trojans, viruses or other malware;
– Incite hatred of any race, religion, creed, class or ethnic group, or of any individual or group;
– Describe, depict, or glorify pain, suffering, torture, violence or death of or against humans or animals;
– Offer to sell or provide design materials for firearms, ammunition, bombs and other weapons;
– Sell or promote illegal drugs, drug paraphernalia, or ways to pass a drug test;
– Promote P2P file-sharing, torrent, or anything that facilitates or promotes copyright infringement;
– Infringe intellectual property rights;
– Promote or contain libel or fraud;
– Violate any applicable law, regulation, governmental rule or court order
– Contain profanity;
– Promote hacking, cracking, or warez;
– Promote any other products, services, or content that are illegal, promote harmful activity, or infringe on the rights of others. This includes sites that provide “how-to” information on bomb-making, lock-picking, and similar topics;
– Sell or promote tobacco;
– Are misleading or contain content that is not reflective of what the user will find on the clickthrough URL;
– Employ phishing techniques or seek to trick the user into providing sensitive information by misrepresenting the identity of the advertiser;
– Mimic system errors or messages; and/or
– Are unbranded.

Preapproval Required

You can only use the PixFuture for ads that do any of the following (or link to any website or other online property that does any of the following) if you have prior written approval from PixFuture (email sufficing):

– Contain or depict alcohol, liquor or spirits;
– Sell or promote products related to sexual health, including condoms and birth control devices;
– Take over a page or expands beyond its original size;
– Promote or depict political or religious topics;
– Promote online gambling;
– Contain auto-initiated sound;
– Pop-up on a webpage, upon banner open, or upon page exit; and/or
– Contain excessive animation.

You may contact support directly to receive written consent to start such campaign.

Other Restricted Creatives and Related Content

If you use the PixFuture for ads related to alcohol, fantasy sports, or state lotteries, you are responsible for complying with all applicable laws and industry guidelines, including those that impose requirements related to the audience receiving such ads and those that require any notices to users regarding the legality of such ads in certain jurisdictions.

Prohibited Profiling

Demand partners may create targeting profiles or segments based on the ads they show to users and user interaction with those ads (as long as this is fully disclosed in your privacy policy and you follow all your legal and contractual obligations). Demand partners may not create targeting profiles or segments on the basis that a user has visited a particular publisher or website, the PixFuture category(ies) that apply to the inventory, website or publisher, the content on the web page or website, or the general interest area(s) covered by the publisher. This doesn’t prohibit you from targeting ads in real time on the basis of the inventory category(ies) shown in the PixFuture, as long as you don’t retain that information and/or include it in a targeting profile or segment.

Violations

At PixFuture’s sole discretion, PixFuture may assess a surcharge for any violation of these policies and/or immediately terminate your access to the platform (in addition to any other legal or contractual remedies). If PixFuture assesses a surcharge, we will use our reasonable discretion to set the amount of the charge, taking into account the nature of the violation, the additional work and expense PixFuture incurred in dealing with the violation, and the harm done to the PixFuture, PixFuture’s reputation and/or to other PixFuture clients.

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Last Revised: March 20, 2013

Supply Policy

PixFuture is committed to providing buyers and sellers with a safe, transparent, and fair marketplace. These guidelines describe the basic standards for publishers wishing to participate in PixFuture. PixFuture may update these guidelines at any time, and by using the PixFuture you are agreeing to these guidelines and any updated version of these guidelines. PixFuture may accept, decline or take down sites at its sole discretion.

Banned categories
Sites featuring the following content may not participate in PixFuture:
– Pornographic or highly suggestive content or images;
– Online gambling;
– Sales of weapons or ammunition;
– Sale of tobacco;
– P2P file-sharing, torrent, or anything that facilitates or promotes copyright infringement;
– Extreme violence;
– Hate content, including sites that advocate the superiority of a specific race or ethnic group;
– Excessive profanity;
– Promotion of illegal drugs or drug paraphernalia;
– Promotion of black-hat hacking, cracking, or warez;
– Any other content that is illegal, promotes illicit or harmful activity, or infringes on the rights of others. This includes sites that provide “how-to” information on bomb-making, lock-picking, and similar topics;
– Defamatory or libelous content;
– Distribution of viruses, malware;
– Pay per click or pay per search programs;
– Chat/Instant Messaging;
– Video chat and live streaming;
– Proxy sites; and/or
– Significant unmoderated UGC (user-generated content).

Restricted categories
Please notify your Account Manager if your site contains any of the following content, as special restrictions may apply:

– Adult humor;
– Suggestive content;
– Sexual health;
– Significant user-generated content;
– Sale of alcohol; and/or
– Sale of prescription drugs.

Minimum content requirements in order to participate in PixFuture, sites must contain substantive, original content and demonstrate signs of user engagement. PixFuture does not want sites that:

– Contain content of little to no value to the user (i.e. boilerplate text, text from Wikipedia, stale news stories, etc.);
– Feature mainly links or content taken from other sites without meaningful commentary or curation;
– Have little content other than ads;
– Have little to no evidence of an engaged user base;
– Appear designed primarily to display ads; and/or
– Are parked or undeveloped domains.

Basic guidelines

– The publisher site may not initiate a download or change settings without the user’s knowledge and consent.
– The publisher may not mask or cloak the site’s URL, or employ any means to obscure the true source of traffic.
– The publisher may not artificially inflate impressions, clicks, or requests.
– The publisher site may not install or distribute malware or viruses.
– The publisher may not include or launch fake error messages or system flags.
– A substantial portion of the publisher’s site must be accessible without a login.
– The publisher may not employ any means to induce or trick the user into clicking on an ad. Placing arrows or text such as “Click here” next to an ad is strictly prohibited.
– Publisher sites deemed unsafe by reputable 3rd party malware-detection services may be suspended from PixFuture Market until all user safety issues are addressed.
– Publisher sites must include a privacy policy.

Ad number and position

– Ads must be clearly separated from other page content. It must always be clear to the user what is an ad and what is site content.
– Ads may not be obscured or altered in any way. For ads shown in iframes, the iframe must allow the entire creative to be fully visible to the user.
– Ads may not appear in pop-up or pop-under windows.
– Ads may not appear in the body of emails.
– Ads must appear within standard web pages or mobile apps. Ads may not appear in other downloadable applications.
– The page may not contain an excessive number or density of ads. For most pages, no more than 5 ads is appropriate.
– Publishers may load new ads only when:
the user navigates to a new page;
the current page is substantially updated with new content AND at least 1 minute has passed since the last refresh.

Traffic acquisition

The publisher must acquire traffic primarily from organic sources.

Site ownership

Inventory from applications, including browser plug-ins and toolbars, that insert advertisements into the body of 3rd party web pages or other online properties without the website’s permission is not acceptable.

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Last Revised: April 27, 2022

Privacy Policy

PixFuture is deeply committed to protecting the privacy of Internet users.
Accordingly, we strictly adhere to all industry guidelines, and will continue to review and improve our privacy policy and procedures to ensure the safety and protection of consumer information. This Privacy Statement presents our privacy policy, including PixFuture’s privacy practices for our web site. Below is information regarding PixFuture’s commitment to protecting the privacy of Internet users.

PixFuture uses own or third party ad serving technology to serve ads at this site and at our clients’ sites. In the course of delivering an ad to you, the third party ad serving party may place or recognize a unique cookie on your browser and use information (not including your name, address, email address or telephone number) about your visits to this and other Web sites in order to provide advertisements about goods and services that may be of interest to you

WHAT INFORMATION DO WE COLLECT?
When End Users visit a Digital Property that uses our technology, we (pixfuture/our partners/vendors) may use and deploy tracking technologies to automatically collect certain information about the End Users and their devices. The information we collect includes data about ads served, viewed, or clicked; IP address, referrer URL, and the date, time, of your request..

HOW DO WE USE YOUR INFORMATION?
We use the information we collect for a variety of business purposes. PixFuture uses the information for the following purposes:

Serving Ads: To allow Publisher Clients to offer advertising inventory in their Digital Properties and Media Buyers to bid on and fill that inventory with relevant ads.

Ad Reporting and Conversions: To provide information and reports to Publishers about when and how End Users have been exposed to their ads, clicked on their ads, or visited their Digital Property.

Frequency Capping: To prevent End Users from seeing the same ad too many times.

Performance Analytics: To analyze ad performance, such as tracking views of ads, as well as click-through rates to websites or app stores and/or installs of apps that have been advertised.

Location-Based Advertising: To deliver location-based advertising, services, and content in real-time through the use of your device’s physical location (where permitted by law).

Fraud Detection and Prevention and Security: To identify invalid ad impressions, clicks, installs, or ad queries, protect us and our Publisher Clients from fraudulent behavior, and protect the security of the Ad Services.

As we believe to be necessary or appropriate: (a) under applicable law, including laws outside an End User’s country of residence; (b) to comply with subpoenas, warrants, or other legal process; (c) to respond to requests from public and government authorities including public and government authorities outside an End User’s country of residence; (d) to enforce our terms and conditions; (e) to protect our operations or those of any of our affiliates; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, End Users, or others; and (g) to allow us to pursue available remedies or limit the damages that we may sustain.

COOKIES AND SIMILAR TRACKING TECHNOLOGIES
We use cookies and other similar tracking technologies (such as pixel tags, IDFA, AAID/GAID, UDID, ETags, and web or browser caches) to collect information automatically from End Users’ devices. They help us identify unique browsers or devices used by an End User and to perform functions like, for example, limiting the same ad from continuously reappearing, ensuring that ads are properly displayed on our Publisher Clients’ Digital Properties, and serving an ad more relevant to the End User. To opt out of our use of such technologies for interest-based advertising purposes, please click the button below:


YOUR DATA PROTECTION RIGHTS
You have the following data protection rights:
You have the right to request access to or that we change, update, or delete your personal information at any time.

If we have collected and process your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.

The right to opt out of receiving marketing communications from us.

If you are a resident of the European Economic Area (EEA), you may also have the following rights:

The right to object to processing of your personal information, restrict processing of your personal information, or request portability of your personal information. To exercise these rights please get in touch with our Support team. We will respond to your request in accordance with our obligations under applicable privacy laws. Please review our Data Processing Agreement for further information and instructions on how to exercise your rights.

Like most Internet sites, PixFuture and its third party ad serving party uses “cookies” to enhance the Internet user’s experience on the Web. Neither PixFuture nor such third party ad serving party uses these cookies to personally identify you in any way, and these cookies in no way damage your system or files.

A cookie is a unique number that is assigned to you the first time you are served an ad. This number is stored in a file on your computer. For instance, cookies help ensure that you don’t repeatedly see the same ad. Cookies can also help advertisers measure how you utilize an advertiser’s site and the effectiveness of an ad. This information can then be used by advertisers to better cater to your needs. In other words, cookies help us deliver to you the types of ads in which you are more interested.

PixFuture is committed to protecting the privacy of Internet users. Accordingly, we strictly adhere to all industry guidelines, including those established by the Direct Marketing Association. If you should have any questions or concerns regarding this Privacy Statement, please contact our Customer Services. We recommend that you periodically review this Privacy Statement, as PixFuture may update it from time to time.

We use PixFuture and other third-party advertising companies to serve ads when you visit our Web site. These companies may use information (not including your name, address, email address or telephone number) about your visits to this and other Web sites in order to provide advertisements on this site and other sites about goods and services that may be of interest to you. If you would like more information about this practice and to know your choices about not having this information used by these companies, please click here

In the course of serving advertisements to this site, our third-party advertiser may place or recognize a unique “cookie” on your browser.

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