Terms of Service

1. Authorization

Fibonacci will perform the "Services" as defined below, subject to the terms and conditions of this Service Agreement (the "Agreement"). The Client shall designate a Client Representative to whom Fibonacci shall provide access instructions and who will communicate decisions on behalf of the Client. If no specific Client Representative is designated, the individual who accepts this Agreement on behalf of the Client (and any other individual designated to interact with Fibonacci by such individual) shall be deemed to be the Client Representative. Client agrees to pay all charges associated with the Services in accordance with this Agreement. Fibonacci may engage subcontractors at its discretion.

2. Services

Services" shall include:

• Analysis and evaluation of Client's market and advertising data through Fibonacci's proprietary artificial intelligence model (the "Algorithm") and related SaaS platform;

• Creation of advertising strategies;

• Creation of advertising content; and

• Placement and management of advertisements on behalf of the Client.

All Services will be rendered by Fibonacci or by third parties selected by Fibonacci in its sole discretion. Client understands that the Services (including assessments, strategy creation, and ad placements) are not guaranteed to be accurate, involve uncertainty, and may bear no relationship to actual outcomes.

2.1 Content and Campaign Restrictions.

Client acknowledges and agrees that Fibonacci may, in its sole discretion, decline to create, run, optimize, or continue any advertisement, campaign, content, offer, or promotion that Fibonacci determines is harmful, unethical, illegal, misleading, discriminatory, or otherwise objectionable, or that may expose Fibonacci, its subcontractors, or any advertising platform to risk or violation of applicable law or platform policies. In connection with this Section, Fibonacci may pause, suspend, or discontinue the affected Services and/or any related work. Fibonacci will not be obligated to modify Client's campaigns or content to make them compliant.

3. Client Responsibilities

• 3.1 Information Provided by Client.

  Client will provide data and information ("Business Information") requested by Fibonacci, such as advertising engagement, demographics, sales, and competitor data, within a reasonable time. Delays may result in additional costs.

• 3.2 Permissions Granted

  Client grants Fibonacci the rights to (i) access Business Information through third-party services, (ii) use and modify Business Information in performance of the Services, and (iii) connect to third-party advertising services on Client's behalf.

• 3.3 Client's Role.

  Client and its agents remain responsible for providing requested data, implementing strategies, and paying for additional resources reasonably required to perform the Services.

4. Payment

As compensation for Services, Client shall pay Fibonacci the agreed-upon amount under the Client's selected subscription plan. Payments must be made electronically or by another method acceptable to Fibonacci. Invoices are due upon receipt.

• 4.1. Late Payments

  If payment is not received by the fifth (5th) day of the billing cycle, access to the Algorithm, SaaS, and Services may be suspended. Suspension does not relieve Client of payment obligations.

5. Confidentiality

The terms of this Agreement and Business Information exchanged are confidential, except as required by law or as needed for performance of the Services.

6. Client Data

Client grants Fibonacci and its Affiliates the right to process Client Data as necessary to provide the Services. Fibonacci has no obligation to preserve Client Data and bears no liability if it becomes unavailable.

7. Ownership Rights

Fibonacci owns and reserves all rights, title, and interest in the Services, Documentation, Service Usage Data, and feedback provided by Client. Client does not acquire ownership of Fibonacci's pre-existing intellectual property.

8. Intellectual Property Rights

Fibonacci retains ownership of all materials, expertise, and data developed in providing the Services, which it may use for any purpose, provided personal data is anonymized or aggregated.

9. Copyrights and Trademarks

Client represents that all materials it provides are owned or properly licensed, and agrees to indemnify Fibonacci against related claims.

10. Warranties and Liabilities

Services are provided "as is" without warranties of accuracy, results, or uninterrupted availability. Fibonacci's total liability shall not exceed amounts paid by Client.

11. Indemnification

Client agrees to indemnify and hold harmless Fibonacci and its agents from claims related to Client's use of the Services, except in cases of intentional misconduct by Fibonacci.

12. Termination and Amendment Policy

Either Party may terminate this Agreement with thirty (30) days' written notice. Fibonacci may suspend or terminate Services immediately for breach or harmful conduct. Amendments must be in writing, except for updates to this Agreement made under Section 22 (Version Control). For avoidance of doubt, any violation of the Content and Campaign Restrictions constitutes a material breach and harmful conduct under this Agreement.

13. Venue

This Agreement is governed by the laws of the State of California. Disputes shall be resolved through arbitration administered by JAMS in Los Angeles, California.

14. Enforceability

If any provision is found invalid, the remainder shall remain enforceable.

15. Transferability

Client's rights under this Agreement are non-transferable. Fibonacci may freely assign this Agreement.

16. Notices

Notices shall be delivered in writing, by mail, messenger, or electronic means, to the addresses provided by the Parties.

17. Waiver

Failure to enforce any provision does not constitute a waiver.

18. Entire Agreement

This Agreement is the entire agreement between the Parties and supersedes all prior proposals and communications.

19. Headings

Headings are for convenience only and do not affect interpretation.

20. Electronic Acceptance

By clicking "I Agree," checking a box, or otherwise electronically indicating acceptance, the Client acknowledges and agrees to be bound by this Agreement as of the date of such acceptance (the "Effective Date"). The individual accepting represents they have authority to bind the Client.

Fibonacci, Inc. is deemed to have executed this Agreement upon Client's electronic acceptance. No handwritten or pre-signed copy is required.

21. Electronic Records

Fibonacci, Inc. may maintain electronic records of acceptance, including the Client's account information, company name (as provided during registration), date and time of acceptance, IP address, and the version of the Agreement presented. Such records are admissible in legal proceedings and serve as proof of acceptance.

22. Version Control

Fibonacci, Inc. may update this Agreement from time to time. Clients will be notified of updates, and continued use of the Services constitutes acceptance of the updated Agreement.