Fibonacci, Inc. — Terms of Service

Last Updated: May 12, 2026

These Terms of Service, including any referenced or attached exhibits, appendices and policies (collectively, the “Agreement”), form a binding agreement between Fibonacci, Inc. and its affiliated companies (collectively, “Fibonacci,” “we,” “our,” or “us”) and the person or entity agreeing hereto (“Client,” “you,” or “your”).

This Agreement governs all access to and use of the Fibonacci website located at percuity.ai (the “Website”), the Leo platform for AI-powered paid advertising management that we make available via the Website (“Leo” or the “Platform”), and all other Fibonacci services, technology, data, programs, and materials (collectively, the “Services”). This Agreement is effective as of your initial access to or use of the Services or upon execution of an Order hereunder, whichever is earlier (the “Effective Date”). Fibonacci and Client are each a “Party” and collectively, the “Parties.”

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT: (I) YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT, AS WE MAY AMEND IT FROM TIME TO TIME; (II) UNDER THE LAWS OF THE JURISDICTION WHERE YOU RESIDE, YOU ARE OLD ENOUGH TO ENTER INTO A LEGALLY BINDING AGREEMENT; AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO AND BE BOUND BY THIS AGREEMENT PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY PERSON OR ENTITY THAT YOU IDENTIFY AS THE CLIENT IN THE APPLICABLE FIBONACCI ACCOUNT RECORD, BILLING STATEMENT, ONLINE SUBSCRIPTION PROCESS, OR ORDER. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

“Ad Account” means Client’s account registered with an Ad Network.

“Ad Network” means a third-party advertising platform (including without limitation Meta, Facebook, Instagram, Google, LinkedIn, TikTok, the Microsoft Audience Network (MSAN), and Reddit) to which an Ad Account relates, and with respect to which the Services are rendered hereunder.

“Ad Spend” means the total of all amounts included in all of Client’s Ad Accounts, regardless of actual utilization or spend of such amounts.

“Additional User” means any designated end user to whom Client provides access to the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregated Insights” means insights, benchmarks, models, analytics, statistics, trends, patterns, and other outputs derived from Client Data that have been de-identified and aggregated such that they cannot reasonably be used to identify Client, any Additional User, or any individual, and do not contain Personal Data. Aggregated Insights include, by way of example, observations about how accounts in a given vertical tend to perform on a given Ad Network, common configuration issues, or recommended strategies for particular campaign types.

“Leo Intelligence” means the artificial intelligence capabilities that power the Services, including without limitation foundational and proprietary AI models, agents, tools, data science pipelines, databases, benchmarks, and insights infrastructure that Fibonacci uses to analyze advertising data, generate recommendations, and execute actions on Ad Accounts. Leo Intelligence may evolve over time as Fibonacci develops, replaces, or augments its technology stack.

“Client Data” means all information that Client submits to, or that we collect through, the Services, including information ingested from Ad Accounts. Client Data does not include Fibonacci Content, Usage Data, or Aggregated Insights.

“Confidential Information” means all confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that a reasonable person would consider confidential under the circumstances of disclosure. Confidential Information includes information concerning Disclosing Party’s customers, products, marketing plans, technical data, business plans, finances, research, development, and the terms of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party, (ii) was known to Receiving Party before its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party, (iii) is received from a third party without breach of any obligation owed to Disclosing Party, or (iv) was independently developed by Receiving Party. Subject to the foregoing exclusions, Client Data will be considered Confidential Information under this Agreement.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy that applies to a Party in its role of processing Personal Data pursuant to this Agreement, in each case as amended, repealed, consolidated, or replaced from time to time.

“Feedback” means any feedback, comments, ideas, proposals, suggestions, recommendations, enhancement requests, data, statistics, or other information that Client provides regarding the Services.

“Fibonacci Content” means all information, data, text, messages, software, sound, video, images, and tags that we provide or make available via, or that we incorporate into, the Services. Fibonacci Content does not include Client Data.

“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and service marks, trade names, trade dress, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know-how, all other intellectual property or proprietary rights (registered or not), and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.

“Leo University” means the content, community, and educational resources made available by Fibonacci, including without limitation webinars, podcasts, newsletters, and community forums, which may be governed by separate supplemental terms.

“Master Account” means the main Fibonacci account to which Client’s Ad Accounts are linked.

“Order” means a Fibonacci-approved order form or online subscription process which incorporates and is governed by this Agreement, and by which Client agrees to subscribe to or purchase Services.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Client Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws.

“Security Incident” means a breach of security of the Services leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Client Data in our possession or control.

“Sensitive Information” means and includes: credit or debit card numbers, financial account numbers or wire instructions, government-issued identification numbers (for example, Social Security or passport numbers), biometric information, personal health information or other information protected under any applicable health data protection laws, personal information of children protected under any child data protection laws, and any other special categories of information or combinations of information as set forth under applicable Data Protection Laws.

“Subscription” means a recurring subscription entitling Client to access and use the Services in accordance with this Agreement, which Client purchases via an Order on a monthly, quarterly, or annual basis.

“Term” means the initial term of Client’s Subscription as specified in the applicable Order, and any subsequent renewal terms.

“Third-Party Services” means software, applications, and/or services (including Ad Networks) provided and licensed by third parties, which may interoperate or be used in connection with the Services.

“Usage Data” means data (excluding Client Data and Personal Data) that (i) is generated from Client’s or its Additional Users’ use of the Services, (ii) is collected by us on an aggregated, anonymized, or de-identified basis, and (iii) does not allow us or any third party to determine that such data relates to or was derived from Client or any individual user.

2. Grant of Rights; Use of Services

Registration. During the Term, we will provide Client with a non-exclusive, non-transferable, revocable right to access and use the Services solely as set forth in this Agreement and any applicable Order. Client is not granted a license to any software. To access and use the Services, Client must register a Master Account by completing an Order. Client agrees to maintain accurate, complete, and updated contact information in connection with its Master Account. Client may be required to link one or more Ad Accounts to its Master Account.

Client Responsibilities. Client may provide access to the Services to one or more Additional Users. Client is responsible for all activity that occurs under its Master Account, including by Additional Users. Client is responsible for maintaining the security and confidentiality of all user login credentials and will notify us promptly of any unauthorized access to or use of the Services. Client is also responsible for obtaining and maintaining, at its own expense, any telecommunication, networking, and security services, systems, or equipment necessary to access and use the Services.

Additional Services. Client may purchase additional Services by placing an Order or activating Services from within its Master Account. This Agreement will apply to all additional Services. The Term for any additional Services will be coterminous with Client’s preexisting Services Term.

Modifications. We may modify the Services from time to time, including by adding or deleting features and functions in our sole discretion. We may provide some or all elements of the Services through third- party service providers.

Free Trials. We may provide Client with access to Services on a trial or free basis (“Free Services”), subject to this Agreement (except for payment obligations). We may modify, suspend, or terminate Free Services at any time, with or without notice. No compensation or refund will be provided with respect to any free trial.

Client Data License. Client grants to Fibonacci, our Affiliates, and their respective agents, suppliers, and subcontractors a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to access, use, ingest, reproduce, duplicate, format, store, distribute, display, and perform Client Data and associated metadata, solely to provide the Services, generate Usage Data and Aggregated Insights, and otherwise as permitted by applicable law and this Agreement. We will not use Client Data to contact any individual or company except as Client may direct or otherwise permit.

3. Intellectual Property

Subject to the rights expressly granted herein, we retain sole right, title, and interest in and to the Services, Leo Intelligence, Fibonacci Content, Usage Data, Aggregated Insights, any other content, products, or services provided hereunder (other than Client Data), any related documentation, our Confidential Information, and all Intellectual Property Rights in any of the foregoing.

Subject to the rights expressly granted herein, Client retains sole right, title, and interest in and to Client Data and its other Confidential Information, and all Intellectual Property Rights in any of the foregoing. For the avoidance of doubt, Client’s ownership of Client Data does not extend to Usage Data, Aggregated Insights, Leo Intelligence, or any derived outputs, improvements, or learnings generated by Fibonacci through its use of Client Data in accordance with this Agreement, all of which are and will remain the sole property of Fibonacci.

We encourage Client to provide Feedback. Client agrees that we own all right, title, and interest in and to the Feedback, including all associated Intellectual Property Rights, and may use and incorporate Feedback into the Services or in any other manner without payment or attribution to Client.

4. Data Collection and Use; Security

Protection of Client Data. We will implement and maintain reasonable physical, technical, and organizational safeguards to protect Client Data. We and our Affiliates may transfer Client Data (including Personal Data) to the United States in connection with the Services. To the extent we process Personal Data subject to Data Protection Laws, the applicable standard contractual clauses will apply as set out in a Data Processing Addendum (“DPA”) between the Parties.

No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE SERVICES ARE NOT DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND AGREES NOT TO USE THE SERVICES TO UPLOAD, COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION. WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE SERVICES TO UPLOAD, COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION.

Usage Data and Aggregated Insights. We may collect, use, share, disclose, and retain Usage Data for any lawful purpose, including without limitation for calculation of Fees, coverage analysis, monitoring activities, research, benchmarking, product development, marketing, and improvement of the Services. We own all Usage Data.

Client acknowledges and agrees that we may use Client Data to generate Aggregated Insights, and that we own all right, title, and interest in and to such Aggregated Insights. Without limiting the foregoing, we may use Aggregated Insights to: (i) train, test, validate, and improve Leo Intelligence and the Services; (ii) develop new products, features, and services; (iii) produce benchmarks, reports, trend analyses, case studies, and other analytical content; (iv) provide consultative and advisory content to Client and other customers (including through Leo University); and (v) publish, display, share, or otherwise commercialize such Aggregated Insights, in each case provided that the Aggregated Insights have been de-identified and aggregated such that they cannot reasonably be used to identify Client, any Additional User, or any individual. We will not attempt to re-identify Aggregated Insights or trace them back to any individual Client account after aggregation.

Machine Learning. Client acknowledges and agrees that we may use Client Data, in an anonymized and aggregated manner, to train, test, improve, and operate Leo Intelligence and to support and improve the Services.

Security Incidents. If a Party discovers that a Security Incident has occurred, that Party will notify the other Party promptly (and in any event within 72 hours) unless otherwise prohibited by law or instructed by a law enforcement or supervisory authority. The notifying Party will promptly take reasonable steps to investigate and mitigate the effects of the Security Incident.

5. Acceptable Use

Client agrees not to access or use the Services to do any of the following:

(a) post, upload, publish, submit, or transmit any Client Data or engage in any activity that: (i) infringes, misappropriates, or violates Intellectual Property Rights, proprietary rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, offensive, violent, or threatening; (v) promotes or encourages discrimination, bigotry, racism, hatred, harassment, harm, or violent, illegal, or harmful activities or substances; (vi) contains any malicious computer code, file, or program; or (vii) violates the terms and conditions of any applicable Ad Network or other third party;

(b) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented to protect, secure, or restrict the use of the Services;

(c) attempt to access or search the Services through any automated means other than via the interfaces provided by Fibonacci or generally available third-party web browsers;

(d) sell, license, sublicense, rent, lease, transfer, assign, or otherwise provide access to the Services to any third party in any manner not expressly permitted by this Agreement, including to create or provide a similar or competitive service or product;

(e) attempt to decipher, decompile, disassemble, reverse engineer, or otherwise derive the source code or underlying algorithms of the Services;

(f) reproduce, copy, modify, adapt, or create derivative works of the Services;

(g) interfere with, overload, flood, spam, or mail-bomb the Services, or scan, probe, or test the security of the Services;

(h) impersonate or misrepresent Client’s affiliation with any person or entity; or

(i) otherwise violate any applicable law or regulation.

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 Ad Network to risk or violation of applicable law or platform policies. Fibonacci may pause, suspend, or discontinue the affected Services and will not be obligated to modify Client’s campaigns or content to make them compliant.

We may suspend or terminate access to any Master Account or the Services, without notice, for any suspected or actual violation of this Agreement. We are not obligated to monitor access to or use of the Services, but we have the right to do so for the purposes of operating the Services, ensuring compliance with this Agreement, and complying with legal requirements.

6. Fees, Payment, Taxes

Fees. Client will pay the fees specified in the applicable Order (“Fees”). Fees are billed in advance on a monthly, quarterly, or annual basis as specified in the Order.

Payment. If paying by debit or credit card, Client authorizes us to charge the card for all Fees payable during the Term and until all outstanding Fees are paid in full. Client will keep its payment information up to date. We reserve the right to terminate this Agreement immediately if payment information on file is inaccurate, incomplete, or outdated.

If paying against invoice, all amounts invoiced are due and payable within 30 days from the invoice date, unless otherwise specified in the Order.

All payment obligations are non-cancelable and all amounts paid are non-refundable. If Client wishes to dispute any Fee in good faith, Client must notify us in writing within 15 days of the applicable billing date. If an undisputed portion of a Fee becomes delinquent, we may (i) suspend or terminate Services, (ii) apply a late charge on the unpaid amount equal to the lesser of 1% per month or the maximum rate allowed by law, and (iii) pursue any other available remedy.

Taxes. All Fees are exclusive of taxes. Client agrees to pay any taxes applicable to its use of the Services, other than taxes based upon our gross revenues or net income.

7. Representations and Warranties

By Each Party. Each Party represents and warrants that: (i) it possesses the full right, power, and authority to enter into and fully perform this Agreement; (ii) it is not bound by any obligation that would prevent it from entering into or performing its obligations herein; (iii) the execution, delivery, and performance of this Agreement has been duly authorized; and (iv) it will comply with all applicable laws, rules, and regulations in its performance hereunder.

By Client. Client further represents and warrants that: (i) Client will use the Services only as authorized hereunder; (ii) Client will not use the Services in a manner that would infringe, misappropriate, or otherwise violate any third-party Intellectual Property Rights, proprietary rights, or rights of publicity or privacy; (iii) Client has obtained all individual consents required for us to provide the Services in respect of any Personal Data that Client provides; (iv) Client has obtained all necessary access and use rights and permissions in connection with any Ad Accounts for which Client orders or purchases Services; (v) all materials, claims, offers, disclosures, and substantiation that Client provides to Fibonacci are accurate, lawful, and properly licensed, and Fibonacci may rely on them without independent verification; and (vi) Client will strictly comply with all rules, policies, guidelines, and instructions of any applicable Ad Networks, whether while using the Services or while operating directly with such Ad Networks.

Client acknowledges and agrees that its strict compliance with third-party Ad Network terms, policies, and guidelines is an essential part of this Agreement and that Client will be responsible for any damages caused to Fibonacci or its other customers by a breach of those terms. Client is solely responsible for the consequences of any Ad Network enforcement action affecting Client’s Ad Accounts, including without limitation account suspensions, bans, delivery limitations, ad disapprovals, or other restrictions.

8. Term and Termination

Term and Renewal. The initial Subscription term will be specified in the Order. Unless otherwise specified, the Subscription will automatically renew for successive periods equal to the initial term (not to exceed one year each). Either Party may prevent renewal by providing notice at least 30 days before the end of the then-current term. Except as expressly stated in this Agreement or an Order, we will not provide refunds of prepaid or unused Fees.

Termination for Cause. Upon written notice, we may suspend, deny access to, or terminate any Services, close any Ad Account, and/or terminate this Agreement for cause: (i) if Client or an Additional User has materially breached this Agreement and such breach remains uncured 10 days after written notice; (ii) if Client becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors, and such proceeding has not been dismissed within 15 calendar days of its commencement; (iii) if Client has breached the terms and conditions of any Ad Network, or if an Ad Network has requested in writing that we refrain from providing Services to Client; or (iv) if we have determined that Client is acting, or has acted, in a way that has or may negatively reflect on or affect us, our prospects, or our other customers. Any violation of the Content and Campaign Restrictions constitutes a material breach under this Agreement.

Effect of Termination. Upon termination or expiration: (i) all rights to access or use the Services will terminate and we will cease providing the Services; (ii) Client will timely pay all applicable Fees accrued but unpaid; (iii) all liabilities accrued before the date of termination will survive; and (iv) upon request, each Receiving Party will return or destroy (and certify in writing such destruction of) all copies of Disclosing Party’s Confidential Information, except for one archival copy captured by system-backup media, provided that the backup media are maintained in confidence.

9. Confidentiality

Receiving Party will: (i) protect the confidentiality of Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care; (ii) not use Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose Disclosing Party’s Confidential Information to any third party (except third-party service providers that we use to provide some or all elements of the Services); and (iv) limit access to Disclosing Party’s Confidential Information to employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as stringent as those contained herein.

Receiving Party may disclose Disclosing Party’s Confidential Information pursuant to a legal requirement, provided that (i) reasonable prior notice is provided to Disclosing Party unless legally prohibited, and (ii) Receiving Party discloses only to the extent necessary to comply with the legal requirement.

10. Publicity

Client grants Fibonacci permission to use Client’s logo and name on our Website, in sales presentations, for marketing purposes, and to identify Client as a customer of the Services. All other uses of Client’s name, logo, trademarks, or trade dress will be subject to Client’s prior consent.

11. Indemnification

Indemnification. Client agrees to defend, indemnify, and hold harmless Fibonacci, its Affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns (each, a “Fibonacci Indemnitee”), through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgment, settlement, loss, damage, expense (including reasonable legal fees and expenses), and cost (each, a “Claim”) brought against a Fibonacci Indemnitee arising out of or based upon: (i) Client’s unauthorized or unlawful access to or use of the Services; (ii) Client Data; (iii) any breach of this Agreement by Client or any Additional User; (iv) any use of Ad Networks or Ad Accounts, including without limitation any Ad Network enforcement action, suspension, ban, or restriction affecting Client; and (v) Client’s violation of any Ad Network terms, policies, or guidelines.

Process. The Fibonacci Indemnitee will: (i) promptly provide notice of any Claim for which indemnity is claimed (provided that any delay will not relieve Client of its obligations except to the extent Client is materially prejudiced by the delay); (ii) permit Client to control the defense of any such Claim, subject to the Fibonacci Indemnitee’s right to approve counsel, which approval will not be unreasonably withheld; and (iii) provide reasonable assistance at Client’s reasonable cost. The Fibonacci Indemnitee may participate in the defense at its own cost. Client may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Fibonacci Indemnitee, or that diminishes its rights, without the Fibonacci Indemnitee’s prior consent.

12. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SERVICES, LEO INTELLIGENCE, FIBONACCI CONTENT, OR DATA SYNCED TO OR MADE AVAILABLE FROM THE SERVICES, FOR ANY PURPOSE. CLIENT ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND FIBONACCI CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. FIBONACCI DOES NOT WARRANT OR REPRESENT THAT THE SERVICES, LEO INTELLIGENCE, OR FIBONACCI CONTENT WILL MEET CLIENT’S REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE, OR DEFECT-FREE BASIS, OR BE ACCURATE, COMPLETE, OR RELIABLE.

FIBONACCI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION, FUNCTION, OR RESULTS OF ANY ADVERTISING CAMPAIGN, OF ANY AD NETWORK OR OTHER THIRD-PARTY SERVICE PROVIDER, OR ANY THIRD-PARTY SERVICES, PRODUCTS, ACTS, OMISSIONS, POLICIES, OR ENFORCEMENT DECISIONS. WITHOUT LIMITING THE FOREGOING, FIBONACCI DOES NOT WARRANT THAT ANY CAMPAIGN, CREATIVE, OR ACCOUNT ACTION WILL COMPLY WITH OR BE ACCEPTED BY ANY AD NETWORK, AND FIBONACCI DISCLAIMS ALL LIABILITY FOR AD NETWORK ACTIONS AFFECTING CLIENT, INCLUDING WITHOUT LIMITATION ACCOUNT SUSPENSIONS, BANS, DELIVERY LIMITATIONS, AD DISAPPROVALS, OR OTHER RESTRICTIONS.

13. Limitation of Liability

Indirect Damages. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR A VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. EXCEPT FOR CLIENT’S LIABILITY FOR PAYMENT OF FEES, CLIENT’S OBLIGATIONS UNDER THE ‘CONFIDENTIALITY’ OR ‘INDEMNIFICATION’ SECTIONS, AND CLIENT’S LIABILITY FOR VIOLATION OF FIBONACCI’S INTELLECTUAL PROPERTY RIGHTS, IF NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES, OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Third-Party Services. WE, OUR AFFILIATES, AND OUR LICENSORS DISCLAIM ALL LIABILITY WITH RESPECT TO ANY THIRD-PARTY SERVICES, INCLUDING AD NETWORKS, ACCESSED OR USED IN CONNECTION WITH THE SERVICES.

Agreement to Liability Limitation. CLIENT ACKNOWLEDGES AND AGREES THAT, ABSENT CLIENT’S AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES HEREUNDER.

14. Miscellaneous

Force Majeure. Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control, including acts of God, government restrictions, acts of terrorism, wars, disease, pandemics, or insurrections.

Governing Law and Forum. This Agreement will be construed and enforced in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising from or based upon this Agreement will be resolved through binding arbitration administered by JAMS in Los Angeles, California. The prevailing Party in any such dispute will be entitled to recovery of its reasonable attorneys’ fees and costs.

Amendment. We may modify this Agreement by posting a revised version at our Website. The revised version will become effective the next business day after posting. We will provide notice of material revisions by email or in-Services notification. If Client does not agree with a modification, Client must notify us in writing within 30 days after notice of the modification, in which case Client’s Subscription will continue to be governed by the pre-modification terms until the next renewal date.

Waiver. Our failure or delay to enforce any right or provision of this Agreement will not be considered a waiver. Any waiver must be in writing and signed by an authorized representative of Fibonacci.

Entire Agreement. This Agreement (including each Order) constitutes the entire and exclusive understanding between the Parties regarding the Services and supersedes all prior proposals and agreements, whether oral or written. We object to and reject any additional or different terms proposed by Client.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original, and the remainder of this Agreement will continue in effect.

Survival. The Parties’ rights and obligations set forth in Sections 3 (Intellectual Property), 6 (Fees, Payment, Taxes, with respect to accrued amounts), 9 (Confidentiality), 11 (Indemnification), 12 (Disclaimer), 13 (Limitation of Liability), and 14 (Miscellaneous) will survive termination of this Agreement.

Assignment. Client may not assign, delegate, or otherwise transfer this Agreement without our prior written consent, except to a successor by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, and provided that such successor is not a competitor of ours. We may freely assign or transfer this Agreement, in whole or in part, without restriction.

No Third-Party Beneficiaries. Nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy under or by reason of this Agreement.

Relationship of Parties. Nothing herein will be deemed to create a joint venture, partnership, employment, or agency relationship between the Parties.

Electronic Acceptance and Records. By clicking “I Agree,” checking a box, or otherwise electronically indicating acceptance, Client acknowledges and agrees to be bound by this Agreement as of the Effective Date. The individual accepting represents they have authority to bind the Client. Fibonacci may maintain electronic records of acceptance, including Client’s account information, company name, 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.

Notices. Notices will be provided: (i) via email to the address associated with Client’s Master Account, or (ii) by posting to the Services. The date of receipt will be deemed the date on which the notice is transmitted or posted.

15. Contact Us

If Client has any questions about this Agreement or the Services, please contact us at:

Fibonacci, Inc. c/o StartX 2627 Hanover Street Palo Alto, CA 94304

Email: contact@percuity.ai Web: percuity.ai