TERMS OF SERVICE

Welcome to PIXIQS. Please read these Terms of Service (these “Terms”) carefully before using our Services. These Terms constitute a legally binding agreement between you (the “Customer,” “you”) and PIXIQS LLC (a Wyoming Limited Liability Company in good standing, “PIXIQS,” “we,” “us,” “our”).

By signing a Service Agreement, subscribing to the Services, or continuing to use the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use the Services.

1. Definitions

In these Terms:

• “Services”: the managed services provided by PIXIQS, comprising (a) Reputation Management, (b) Google Business Profile (GBP) Management, (c) Social Media Management, together with related advisory and reporting deliverables
• “Service Agreement”: the engagement letter signed by Customer and PIXIQS, or confirmed via email, setting out the specific scope, monthly fee, and engagement period
• “Customer Content”: brand assets, trademarks, images, copy, business information, and third-party platform account contents that Customer provides or grants us access to
• “PIXIQS Tools”: the software, processes, templates, SOPs, and AI model outputs we own or license to deliver the Services
• “Third-Party Platforms”: Customer’s Google Business Profile, Facebook page, Instagram account, Yelp listing, and other review or social platforms
• “Confidential Information”: as defined in Section 11

2. Scope of Services

2.1 What’s included

The specific scope is governed by the Service Agreement signed between you and PIXIQS. Generally, the Services include:

2.2 What’s not included

Unless otherwise agreed in the Service Agreement, the following are not within the Services:

• Paid advertising buys (Google Ads, Meta Ads, etc.)
• Website design, development, or maintenance
• Search engine optimization (SEO) consulting or content creation
• Domain, hosting, or email server configuration
• Litigation, legal disputes, or PR crisis management
• Custom API or third-party platform integration development

2.3 Reservation of rights

PIXIQS operates a boutique, capped-intake model and reserves the right to decline any prospective customer, including but not limited to:

• Prospects outside our target customer profile (see pixiqs.com/about)
• Businesses whose nature is incompatible with the Services
• Prospects with a history of violating these Terms or third-party platform terms

3. Account Onboarding & Customer Obligations

3.1 Onboarding

After signing, we will request that you provide:

• Necessary access to Third-Party Platforms (adding PIXIQS as a GBP manager, social account collaborator, etc.)
• A brand voice questionnaire and an asset library
• A primary point of contact (email)

3.2 Customer responsibilities

You represent and warrant that:

• You have lawful authority to authorize PIXIQS to operate the Third-Party Platform accounts named above
• The Customer Content you provide does not infringe any third party’s intellectual property, privacy, or other rights
• You will respond within a reasonable time (generally within 48 hours) to our requests for content review and strategic decisions
• You will not use the Services for fraudulent, deceptive, or unlawful conduct (including but not limited to fake reviews, rating manipulation, or undisclosed material connections)

3.3 Service delays not our fault

If you fail to provide necessary access, fail to respond to review requests in time, or if a Third-Party Platform changes its policies and the Services are delayed as a result, PIXIQS will not be in breach and your fee obligations remain unchanged.

4. Fees, Payment & Refunds

4.1 Subscription

The Services are billed on a monthly subscription, charged at the fee specified in the Service Agreement, and automatically renew each month until cancelled under Section 5.

4.2 Payment

• The monthly fee is charged in advance on the first day of each billing cycle
• We collect payment through Stripe or another third-party payment processor
• All fees are quoted in U.S. dollars (USD) and are exclusiveof any applicable sales tax, VAT, or withholding tax, which is the Customer’s responsibility
• If a payment fails, PIXIQS will email a notice; if you do not cure within 7 days, we may suspend or terminate the Services

4.3 Fee adjustments

We may adjust fees by giving you at least 30 days’ email notice before the next renewal. If you do not accept the new rate, you may cancel under Section 5 before that renewal date.

4.4 Refund policy

Except as expressly provided in these Terms, all paid fees are non-refundable, including:

• Pro-rated refunds for partial months (not available)
• One-time setup fees or custom development fees (not available)
• Pre-paid balances on Customer-initiated termination

5. Cancellation & Termination

5.1 Customer cancellation

You may cancel at any time by emailing hello@pixiqs.com, without penalty. Upon cancellation:

• The Services continue through the end of the current billing cycle
• You will not be charged for the next cycle
• The fees paid for the current cycle are not refundable

5.2 Termination by PIXIQS

We may terminate these Terms by written notice (including email) on the following grounds:

• You materially breach these Terms and do not cure within 14 days of written notice (e.g., payment default, breach of Section 3.2 representations)
• You file for bankruptcy, liquidation, or reorganization
• Your conduct creates material risk to PIXIQS’s reputation or to a Third-Party Platform account
• Law or a Third-Party Platform policy prevents us from continuing to provide the Services

5.3 Effects of termination

Upon termination:

• PIXIQS will stop accessing your Third-Party Platform accounts (you should remove PIXIQS’s GBP manager permissions in parallel)
• We will retain or delete your data per Section 8 of the Privacy Policy
• You remain liable to pay all fees accrued before termination
• Sections 6 (IP), 9 (Limitation of Liability), 11 (Confidentiality), and 13 (Dispute Resolution) survive termination

6. Intellectual Property

6.1 Customer Content ownership

You retain all right, title, and interest in your Customer Content. You grant PIXIQS a non-exclusive, revocable, time-limited license to use, copy, modify, and display Customer Content as necessary to deliver the Services.

6.2 Content we produce for you

Content we produce for you (review reply drafts, social posts, GBP posts, monthly reports, etc.) becomes your property upon payment in full for the corresponding period.

That assignment does not include:

• Our SOPs, templates, AI prompt engineering, or automation flows
• Underlying tools and software we develop or license
• Generic creative elements not specific to your brand

6.3 PIXIQS reserved rights

All intellectual property rights in PIXIQS Tools, brand, trade secrets, and know-how belong to PIXIQS or its licensors. These Terms do not grant you any rights in PIXIQS Tools other than the limited use rights necessary to receive the Services.

6.4 Case studies and testimonials

Without your prior written (including email) consent, PIXIQS will not publicly use your name, trademarks, or service results as a case study or testimonial.

7. AI & Third-Party Tools Disclosure

7.1 AI-assisted delivery

We use AI tools (including but not limited to large language models) to draft:

• Review reply drafts
• Social post copy
• Monthly report analysis summaries

All AI-generated content is human-reviewed before publication or delivery to you. AI output is provided for reference; PIXIQS makes no express or implied warranty as to the accuracy, completeness, or legality of AI model output.

7.2 Third-Party Platform dependence

Service delivery depends on the continued availability and policy stability of Third-Party Platforms (Google, Meta, Yelp, etc.). PIXIQS is not responsible for any consequences arising from a Third-Party Platform’s policy changes, API outages, or restrictions on or closures of an account.

8. Service Warranties & Disclaimers

8.1 Limited warranty

We will deliver the Services with commercially reasonable professional care meeting industry standards.

8.2 Things we do not guarantee

PIXIQS does not guarantee:

• Any specific search ranking, Map Pack ranking, average review rating, review count, or social engagement number
• Uninterrupted or error-free Third-Party Platform service
• That the Services will achieve any business outcome you expect (revenue growth, customer count growth, etc.)

8.3 “As is” delivery

Except as set forth in Section 8.1, the Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, PIXIQS disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted use.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

9.1 Excluded damages

PIXIQS shall not be liable for the following damages, whether based on contract, tort, strict liability, or any other legal theory:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, goodwill, business opportunity, or anticipated savings
• Data loss or unavailability
• Damages arising from any action a Third-Party Platform takes against your account (including suspension, demotion, or removal)

9.2 Liability cap

PIXIQS’s total aggregate liability in any 12-month period shall not exceed the total fees you actually paid to PIXIQS in the 12 months immediately preceding the event giving rise to such liability.

9.3 Essential basis

The parties agree that the fee structure of these Terms is based on the risk allocation of this Section 9, and the foregoing limitations form an essential basis of the bargain, applying even if any remedy fails of its essential purpose.

10. Indemnification

10.1 Customer indemnity

You agree to indemnify, defend, and hold harmless PIXIQS, its officers, employees, and agents from any claim, damage, lawsuit, liability, cost, or expense (including reasonable attorney’s fees) arising out of:

• Your breach of these Terms or your representations and warranties
• Your Customer Content infringing a third party’s rights
• Your granting PIXIQS access to a Third-Party Platform without lawful authorization
• Fraudulent, misleading, or unlawful conduct by you through the Services (including deceptive practices prohibited by FTC Act §5, fake reviews, or undisclosed endorsements)

10.2 Defense control

PIXIQS may, at its option, assume control of the defense and settlement of any indemnified claim; you may not settle any indemnified claim without PIXIQS’s prior written consent.

11. Confidentiality

Each party agrees to keep the other party’s Confidential Information (including business plans, pricing strategy, customer lists, technical information, non-public financial data) confidential and not disclose it to any third party without consent, except:

• As necessary to perform these Terms
• As required by law, subpoena, or court order
• If the information has lawfully entered the public domain

The confidentiality obligation continues for 3 years after termination of these Terms.

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under these Terms caused by a (“Force Majeure Event”): act of God, war, terrorism, riot, pandemic, government order, strike, internet backbone outage, major outage of a third-party cloud service, or other event beyond that party’s reasonable control. The affected party shall give notice within a reasonable time.

13. Governing Law, Dispute Resolution & Arbitration

13.1 Governing law

These Terms shall be governed by and construed under the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Where federal law applies (including intellectual property and federal consumer protection law), U.S. federal law applies.

13.2 Mandatory arbitration

Please read this section carefully: it affects how you and PIXIQS resolve disputes.

Any dispute, claim, or cause of action arising out of these Terms or the Services (“Dispute”) shall be resolved as follows:

1. Informal negotiation first: within 30 days of the Dispute, the parties shall negotiate in good faith by written email
2. Mandatory arbitration: if negotiation fails, the parties agree to submit the Dispute to the American Arbitration Association (AAA) for final and binding arbitration under its Commercial Arbitration Rules
3. Seat of arbitration: Cheyenne, Wyoming, or another location agreed by the parties; the arbitration may be conducted by video conference
4. Language: English
5. Arbitrator: one, appointed by AAA under its rules
6. Applicable law: the governing law in Section 13.1
7. Enforcement: an arbitral award may be enforced in any court of competent jurisdiction

This Section is enforceable under the Federal Arbitration Act (9 U.S.C. §§1 et seq.).

13.3 Class action waiver

The parties agree: all Disputes may be brought only in an individual capacity, and not as a plaintiff or class member in any class action, collective arbitration, representative action, or private attorney general action. The arbitrator has no authority to consolidate or to handle claims on a class basis.

If this waiver is held unenforceable, the entire Section 13.2 (mandatory arbitration) shall be deemed void, but the remaining provisions of these Terms shall continue in effect.

13.4 Exceptions

The following Disputes are not subject to mandatory arbitration and may be brought in a Wyoming state or federal court of competent jurisdiction:

• Injunctive relief sought to protect intellectual property rights
• Monetary disputes within the limits of small claims court

13.5 30-day arbitration opt-out

You may opt out of Sections 13.2 and 13.3 by sending written notice to hello@pixiqs.com (subject “Arbitration Opt-Out”) within 30 days of first accepting these Terms. Notices outside that window are deemed acceptance.

14. Notices

14.1 Notices from PIXIQS to you

We may give you notice via (a) the email you provided at sign-up, (b) in-account messaging, or (c) a posting on the Site.

14.2 Notices from you to PIXIQS

Send all legal notices to:

Formal legal notices may also be sent to the registered agent address on file with the Wyoming Secretary of State (current address available via the Wyoming Secretary of State business search).

15. General Provisions

15.1 Amendments

We may amend these Terms from time to time. Material changes will be communicated by email at least 30 days before the effective date and reflected on this page. Continued use of the Services constitutes acceptance of the amended Terms. If you do not accept, you may cancel under Section 5.1.

15.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in effect.

15.3 No waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

15.4 Assignment

You may not assign these Terms without PIXIQS’s prior written consent. PIXIQS may freely assign these Terms in connection with a merger, sale, or reorganization.

15.5 Entire agreement

These Terms (together with the Service Agreement and the Privacy Policy) constitute the entire agreement between the parties and supersede all prior or contemporaneous oral or written communications.

15.6 Headings

Section headings are for convenience only and do not affect interpretation.

15.7 Independent contractor

The relationship between PIXIQS and Customer is that of independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

15.8 U.S. export controls

You confirm that you are not located in a country, or on a list, subject to U.S. export controls or OFAC sanctions.

16. Contact Us

If you have any questions about these Terms, please contact: