This Agreement is entered into as of the Effective Date, by and between the entity registering for the Services ("Client") and Fibonacci Inc. ("Fibonacci") (collectively, the "Parties").
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.
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
For purposes of this Agreement, "Client Data" means all data, content, and information (a) provided by or on behalf of Client to Fibonacci in connection with the Services, or (b) accessed by Fibonacci from Client's advertising accounts through third-party platform APIs (including, without limitation, Google Ads, Meta, TikTok, LinkedIn, and Amazon Ads APIs).
Client retains ownership of all Client Data. Fibonacci will use Client Data solely to provide the Services to Client in accordance with this Agreement and applicable third-party platform terms. Client Data obtained through third-party advertising platform APIs will not be disclosed or used for the benefit of any other customer. Fibonacci may create and use aggregated statistical information derived from Client Data, provided it does not identify Client or include raw platform API data.
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 methodologies, processes, software, expertise, and materials developed in connection with the Services ("Fibonacci IP"). Client retains ownership of its Client Data. Fibonacci may use Fibonacci IP for any purpose, provided such use does not involve raw Client Data obtained from third-party advertising platform APIs.
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).
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.