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These Terms and Conditions ("Terms") form an integral part of the Agreement between PixelRings Web. ("Pixelrings," "we," "us") and the Client for digital marketing services. By executing a Service Order or using our Services, Client agrees to these Terms.
Client shall designate at least one Contact Person in the Service Order with authority to make decisions regarding the Services. Client ensures that a Contact Person is available during normal business hours (9 AM - 6 PM local time, Monday-Friday).
Any changes to the Contact Person must be communicated to Pixelrings in writing within 48 hours.
Pixelrings will provide the Services as specified in the Service Order, including but not limited to:
PixelRings may modify or enhance the Services with 30 days' written notice to Client. Material changes that affect pricing or core functionality require Client consent.
Client agrees to provide PixelRings with all necessary information, access, support, and cooperation required for service delivery, including:
Client undertakes to implement recommended changes, tracking codes, and technical requirements as instructed by PixelRings. Correct implementation is essential for service effectiveness.
Client is solely responsible for
Client agrees to respond to PixelRings' requests for information, approvals, or feedback within 5 business days unless otherwise specified.
Client shall maintain necessary access to third-party platforms (Google Ads, social media accounts, website hosting, etc.) throughout the service period.
Unless prepayment is specified in the Service Order, PixelRings will invoice Client monthly in advance. Payment is due within 45 days of invoice date.
If prepayment is agreed:
Late payments incur interest at 1.5% per month. Client pays all collection costs including attorney fees. Services may be suspended for payments overdue by 30+ days.
All amounts exclude applicable taxes, which Client shall pay separately.
PixelRings will provide regular reports on agreed performance indicators. Performance depends on various factors including market conditions, competition, and Client cooperation.
PixelRings does not guarantee specific results, rankings, traffic levels, or conversion rates, as these depend on factors beyond our control.
Client acknowledges that Pixelrings owns all rights to:
PixelRings acknowledges Client owns all rights to Client Content and Client Data. PixelRings may use Client Content only for providing the Services and may showcase Client as a reference in marketing materials.
Creative materials, campaigns, and strategies developed specifically for Client become Client's property upon full payment, except for PixelRings' underlying IP and methodologies.
Both parties agree to maintain confidentiality of each other's proprietary information, including business strategies, financial data, and technical information.
Confidential information may be disclosed when:
Client acknowledges that Client Data may be processed by PixelRings and approved subcontractors. Client ensures compliance with applicable privacy laws and obtains necessary consents.
PixelRings implements appropriate security measures for data protection but cannot guarantee absolute security
PixelRings' total liability shall not exceed the fees paid by Client in the 12 months preceding the incident giving rise to liability.
PixelRings is not liable for:
Neither party is liable for delays or failures due to circumstances beyond reasonable control.
Client indemnifies PixelRings against claims arising from:
PixelRings indemnifies Client against claims that our Services infringe third-party intellectual property rights.
PixelRings indemnifies Client against claims that our Services infringe third-party intellectual property rights.
Either party may terminate immediately if the other party:
Either party may terminate with 30 days' written notice. Client pays for services rendered through the termination date.
Upon termination
During the Agreement term and for 12 months after termination, neither party may solicit the other's employees involved in the Services without written consent.
Violation incurs a penalty equal to 12 months of the solicited employee's salary.
This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements.
Modifications require written agreement signed by both parties.
If any provision is invalid or unenforceable, the remainder remains in full effect.
PixelRings may assign this Agreement to affiliates. Client may not assign without PixelRings' written consent.
All notices must be in writing and delivered to the addresses specified in the Service Order or subsequently updated in writing.
This Agreement is governed by the laws of the state where PixelRings is incorporated, excluding conflict of law provisions.
The parties agree to first attempt resolution through good faith negotiations. Unresolved disputes shall be settled through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules.
For any legal proceedings not subject to arbitration, parties consent to the jurisdiction of state and federal courts in the location of PixelRings' principal place of business.
