Terms

Introduction

These Terms & Conditions ('Agreement') govern the relationship between [Client Name], hereinafter referred to as the 'Client,' and XUNO.AI, hereinafter referred to as 'XUNO.AI,' for the provision of product placement services ('Services'). By engaging XUNO.AI's Services, the Client agrees to be bound by the terms of this Agreement.

Services

  • Description of Services
  • XUNO.AI specializes in facilitating contextually targeted product placements on the Client's website or application ('Portal'). These product placements are strategically designed to enhance the user experience, increase transactional volumes, and create incremental or new sources of revenue for the Client.

  • Campaign Management
  • XUNO.AI collaborates with a diverse pool of advertisers ('Advertisers') who wish to promote their products or services through the Client's Portal. XUNO.AI manages the entire lifecycle of these advertising campaigns, from planning and execution to monitoring and optimization, with the ultimate goal of maximizing revenue for both the Client and XUNO.AI.

  • Post-Transaction Placement
  • XUNO.AI's product placements are strategically integrated into the Client's Portal, appearing contextually relevant to users post-transaction. These placements seamlessly blend into the user experience, enhancing engagement and driving additional revenue streams for the Client.

Client Responsibilities

  • Integration and Cooperation
  • The Client agrees to collaborate with XUNO.AI in the seamless integration of the product placement Services into their Portal. This includes providing necessary access, technical support, and cooperation to ensure the smooth operation of the Services.

  • Content Approval
  • While XUNO.AI takes utmost care in curating and delivering high-quality product placements, the Client retains the right to disapprove any content piece if it is irrelevant in any form. This ensures alignment with the Client's brand guidelines and values.

Revenue Model and Payments

  • Revenue Share Agreement
  • XUNO.AI operates on a revenue-sharing model, wherein 50% of the revenue generated from Advertisers' campaigns is shared with the Client.

  • Payment Terms
  • XUNO.AI ensures that payments to the Client are processed according to a NET60 timeline, considering that the typical duration for receiving payments from Advertisers spans between 60 to 90 days. We commit to the punctual and precise disbursement of funds to the Client, reflecting their entitled share of the revenue generated through our Services.

Intellectual Property

  • Ownership and License
  • Each party retains ownership of its respective intellectual property rights. The Client grants XUNO.AI a non-exclusive, worldwide license to use the Client's trademarks, logos, and other branding elements solely for the purpose of providing the Services.

  • Content Ownership
  • Content created or provided by the Client remains the intellectual property of the Client. XUNO.AI respects the Client's intellectual property rights and agrees not to use or reproduce Client-owned content for any purpose other than fulfilling the obligations under this Agreement.

Confidentiality

  • Non-Disclosure
  • Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of their engagement. This includes, but is not limited to, business strategies, financial information, and technical details related to the Services.

  • Data Protection
  • XUNO.AI adheres to industry best practices and applicable data protection laws to safeguard the confidentiality and integrity of any personal or sensitive data collected or processed during the provision of the Services.

Partnership

  • Initial Ramp-Up Period
  • The initial ramp-up period for the product extends up to three (3) months, during which post-integration activities including testing, quality assurance, partnering with appropriate advertisers, and optimizations are conducted. After this period, results are expected to manifest.

  • Term and Termination
  • The partnership is set by default for a term of one (1) year and will automatically renew annually. Either party reserves the right to terminate this Agreement with written notice if the other party breaches any material provision and fails to remedy such breach within a reasonable period, not exceeding ninety (90) days, following written notice thereof.

Limitation of Liability

  • Exclusion of Consequential Damages
  • To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages arising out of or in connection with this Agreement.

Governing Law and Dispute Resolution

  • Governing Law
  • This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws principles.

  • Dispute Resolution
  • Any disputes arising out of or in connection with this Agreement shall be resolved amicably through good-faith negotiations between the parties. In the event that a resolution cannot be reached, the parties agree to submit to the exclusive jurisdiction of the courts of the United States for the resolution of any disputes or claims arising under this Agreement.

Miscellaneous

  • Entire Agreement
  • This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

  • Amendment and Waiver
  • Any amendments to this Agreement must be made in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it thereafter.

  • Severability
  • If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.


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