Last updated: September 1, 2026

These Terms of Service, together with the terms in any Order Forms you may execute, and any additional agreements, schedules, exhibits or other terms referred to herein or in an Order Form (collectively, the “Terms”) govern your access to and use of the Services (defined below) provided by Pacvue Corporation, a Washington corporation (“Pacvue”, “we” or “our”).

By (1) clicking a box indicating acceptance, (2) accessing or using Pacvue’s Services, (3) creating or accessing an account on Pacvue’s website or app or (4) executing an Order Form, you accept and agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “you” or “Customer” shall refer to such entity and its affiliates. If you lack such authority, or do not agree with these terms and conditions, you must not accept these Terms and may not use the Services.

Pacvue’s direct competitors are prohibited from accessing or using the Services, except with Pacvue’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Because the Services are always changing, we may need to revise these Terms at any time. We will always revise the “Last updated” date above to reflect the current Terms. If we materially change these Terms, we will provide you with reasonable advance notice, such as by sending an email notification and/or providing notice through the Services. By continuing to access or use the Services, you confirm your acceptance of the revised Terms and all of the terms incorporated herein by reference.

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2 “Bug” means any defect, error, flaw, failure, fault, or mistake in the code, files, scripts, agents, AI models, program, software, system, or service.

1.3 “Content” means information obtained by Pacvue from publicly available sources or its third-party content providers and made available to Customer through the Services.

1.4 “Customer Data” means data and information provided or made available by Customer to Pacvue through its use of the Services. For clarity, Customer Data does not include any Content.

1.5 “Malicious Code” means software intended to cause harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.6 “Managed Services” means any managed services that Pacvue may perform for Customer if ordered pursuant to an Order Form.

1.7 “Order Form” means any order form entered into by Customer and Pacvue that incorporates these Terms.

1.8 “Outside Platform” means any third-party platform or service supported by the Services and configurable by Customer to interoperate with the Services, such as the online marketplace made available by Amazon Services LLC, TikTok and TikTok Shop, and other third-party advertising, commerce, or social media platforms.

1.9 “Personal Information” means any information relating to an identified or identifiable natural person, or as may otherwise be defined as “personal information” or “personal data” under applicable Privacy Laws.

1.10 “Privacy Laws” means any laws, rules, directives and regulations pertaining to data privacy and/or the protection of Personal Information, including (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”); (ii) United Kingdom’s Data Protection Act of 2018 and other implementation of the GDPR; (iii) the California Consumer Privacy Act of 2018 (commonly called ‘CCPA’); (iv) the Australian Privacy Act 1988 (Cth) and the Australian Privacy Amendment (Enhancing Privacy Protection Act) (2012); (v) the Canadian Personal Information Protection and Electronic Documents Act, SC 2000, c 5 (PIPEDA); and (vi) any amendments, successor legislation or regulations thereto.

1.11 “Purchased Services” means the particular Services (including all Updates thereto) and, if applicable, Upgrades and Managed Services, purchased by Customer or its Affiliates pursuant to an Order Form.

1.12 “Services” means the features or functionalities enabled by the Pacvue software provided by Pacvue and its Affiliates, including Updates, Upgrades, AI Features, and Pacvue Agent thereto. For clarity, the “Services” exclude Content and Outside Platforms.

1.13 “Subscription Term” means the term set forth in an Order Form.

1.14 “Update” means any update to any Services occurring in the ordinary course of Pacvue’s business that is made generally available to third-party Pacvue customers of such Services.

1.15 “Upgrade” means any feature or functionality of the Services that is not made generally available to third-party Pacvue customers of a particular Service.

1.16 “Usage Data” means any data and information created by virtue of Customer’s use of the Services or as derived in non-identifying, aggregate form from the processing of Customer Data. For clarity, Usage Data does not include any Personal Information.

1.17 “User” means Customer, or any individual authorized by Customer, to access or use the Services.

1.18 “AI Features” means any functionality within the Services that uses artificial intelligence, machine learning, or large language model technologies, including (a) Campaign AI (Pacvue’s proprietary machine learning models for bid optimization, budget management, and campaign automation) and (b) Generative AI Features (functionality powered by enterprise application programming interfaces from third-party providers such as OpenAI, Anthropic, Google, and AWS Bedrock).

1.19 “Agentic Workflows” means automated, AI-driven processes within Pacvue Agent that generate recommendations and, upon Customer approval, execute actions within the Services subject to Customer-defined guardrails and parameters.

1.20 “Beta Services” means any Services or features thereof that are designated by Pacvue as “beta,” “preview,” “early access,” “pilot,” or similar terms, or that have not been made generally available.

1.21 “Data Processing Addendum” or “DPA” means the Global Data Processing Addendum published by Pacvue and incorporated herein by reference, which governs the processing of Customer Personal Data.

1.22 “Halo Reporting” means Pacvue’s proprietary modeled attribution feature that measures the estimated downstream impact of advertising on one Outside Platform (such as TikTok) on sales performance on another Outside Platform (such as Amazon).

1.23 “Pacvue Agent” means Pacvue’s AI-powered conversational intelligence feature within the Services that provides data analysis, report building, recommendations, and, where enabled, approval-based execution of actions through Agentic Workflows.

1.24 “Security Incident” means a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

2. PROVISION OF SERVICES. SUBJECT ALWAYS TO YOUR COMPLIANCE WITH THESE TERMS, PACVUE AGREES AS FOLLOWS:

2.1 License Grant. Upon entering these Terms, Pacvue grants you a limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license, during the Subscription Term, to access and use the Services, including the Content thereon, for your internal business purposes solely in the manner permitted by these Terms and subject to the use restrictions described below.

2.2 Provision of Purchased Services. During the Subscription Term, Pacvue will:

(A) make the Purchased Services and Content available to Customer pursuant to these Terms in accordance with all U.S. law generally applicable to Pacvue’s provision of its Services to its customers (i.e., without regard for Customer’s particular use of the Services);

(B) provide standard support for Purchased Services to Customer through the Services at no additional charge (or upgraded support, if expressly purchased under an Order Form);

(C) provide any Managed Services that may be ordered pursuant to an Order Form; and

(D) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Pacvue will use its best efforts to provide advance notice), (ii) any unavailability or outage caused by circumstances beyond Pacvue’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, tornado, typhoon, avalanche, or snowstorm, civil unrest, act of terror, strike or other labor problem, Internet service provider interruption, failure, or delay, interruption, failure, or delay of Pacvue’s server(s), Outside Platform interruption, error, or termination, or denial of service, attack or hack, and (iii) any error, unavailability, outage, or suspension caused by any Bug in the Services, provided that Pacvue will work to remedy such Bug within a reasonable time.

2.3 Agency as Customer. In the event that Customer is an advertising agency entering into these Terms on behalf of one or more of its advertiser clients, Customer represents, warrants and agrees that:

(A) it has the authority to act on behalf of its clients and all of Customer’s actions related to these Terms will be within the scope of its agency;

(B) it will ensure that its clients comply with these Terms and the terms of any Order Form(s);

(C) it is responsible for the acts or omissions of its clients, including those that constitute a breach of these Terms or an Order Form;

(D) it has the right to grant the rights granted hereunder with respect to any intellectual property, account information, Customer Data and/or other materials provided or made available by Customer to Pacvue (with the acknowledgment that the term “Customer Data” will be deemed to include data provided by Customer’s advertiser clients); and

(E) in the event a dispute arises in any way relating to these Terms, any Order Form(s) or Pacvue’s Services, only Customer, as the party to these Terms, and not any of Customer’s clients, is permitted to seek recourse against Pacvue.

2.4 Protection of Customer Data.

(A) No Third-Party Personal Information. You acknowledge and agree that, in providing the Services, Pacvue may receive or be given access to Customer Data from you or through your Outside Platform accounts. You acknowledge that the Services are not designed to receive, collect, store, or process any third-party Personal Information (except, for clarity, as related to Users). You agree not to provide or process any third-party Personal Information through the Services. Pacvue shall have no responsibility or liability for any third-party Personal Information submitted by Customer in violation of this Section. Each party agrees to promptly inform the other if it discovers any third-party Personal Information among your Customer Data. The processing of any Customer Personal Data shall be governed by the Data Processing Addendum.

(B) Right to Provide. By providing Customer Data to Pacvue, you represent and warrant that you have the right to provide such Customer Data for the uses set forth herein. You further agree that no Customer Data violates the privacy rights of any individual or intellectual property rights of any third party. Without limiting the foregoing, you represent and warrant the use of the Customer Data as permitted under these Terms and complies with all applicable laws and any privacy policies applicable to the Customer Data by virtue of its provenance.

(C) Protection; Compliance with Laws. All collection, use, and processing of Customer Data will comply with all applicable U.S. laws, rules and regulations. Pacvue implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data; however, you acknowledge that no security measures involving transmission of Internet-accessible data are perfect. Pacvue maintains security incident management policies and procedures and will, to the extent permitted by law, promptly notify you in the event of any unauthorized access to or disclosure of your Customer Data. Pacvue will make commercially reasonable efforts to identify and remediate the cause of any actual or reasonably suspected security incident.

(D) Services Improvement. You agree that Pacvue may use Customer Data in aggregated form for the purpose of general statistical analysis, improvement of the Services, and to create reports, studies, analyses and other work product (however, Pacvue shall not distribute any such aggregated data in a manner identifiable as originating from the Customer Data without your prior written consent). Pacvue may also use aggregated and de-identified data for benchmarking, analytics, AI model improvement, and product development, provided that such data does not identify or permit identification of Customer. You acknowledge that the Services create, and process Usage Data and you agree that Pacvue may use Usage Data for any purpose.

(E) AI Data Handling. With respect to AI Features: (i) Customer Data processed by Campaign AI is used solely for the individual Customer’s account and is not used to train models shared across customers; (ii) Customer Data is not used to train any third-party shared AI model, which is contractually prohibited through Pacvue’s data processing agreements with its AI providers; (iii) Pacvue’s Generative AI architecture processes Customer Data within Pacvue’s own infrastructure, and Customer campaign data is not transmitted to third-party AI providers; (iv) third-party AI providers do not retain any persistent memory of Customer Data; and (v) all AI-generated outputs are scoped to data that the applicable User has permission to view within the Services.

(F) Subprocessors. Pacvue may engage subprocessors to assist in providing the Services, subject to written obligations providing protections not materially less protective than those set forth herein. A current list of subprocessors is available upon request. Customer’s continued use of the Services following notice of a new subprocessor constitutes consent to such engagement.

3. OUTSIDE PLATFORMS AND CONTENT

3.1 Relationship with Outside Platforms and Services. The Services integrate with, interact with and/or provide links to Outside Platforms. Outside Platforms include, without limitation, Amazon, TikTok, TikTok Shop, Walmart, Instacart, and other third-party advertising and commerce platforms. Pacvue has no affiliation, association, or sponsorship by any Outside Platforms nor does it endorse any Outside Platforms. Pacvue does not make any representation, warranty or guaranty regarding the products, services, acts or omissions of any Outside Platforms or anything that takes place between you and any such third parties, whether or not they are designated by Pacvue as “certified” or otherwise. It is your responsibility to analyze and interpret the terms of service, privacy policy, community standards and other contracts of all Outside Platforms that are applicable to your use of the Services (collectively, “Outside Terms”), and you acknowledge that such Outside Terms are solely between you and the applicable Outside Platforms. We have no control over any Outside Platform and are not a party to any Outside Terms.

3.2 Outside Platform interoperability. Pacvue cannot guarantee the continued availability of any particular Outside Platform feature and may cease providing them without entitling Customer to any refund, credit, or other compensation, such as if an Outside Platform provider ceases to make the Outside Platform available for interoperation with the corresponding Services features in a manner acceptable to Pacvue. Customer acknowledges that Outside Platforms may modify their APIs, policies, data-sharing practices, or platform features at any time, and that such modifications may affect the availability or functionality of certain Services features, including those related to TikTok, TikTok Shop, and other discovery commerce platforms.

3.3 Necessary Services. Without limiting the generality of the foregoing, you acknowledge and agree that in order for the Services to work with certain Outside Platforms, such as Amazon’s marketplace services for sellers, you must grant us access to your applicable third-party account(s) with such Outside Platforms, such as your Amazon account for Amazon’s marketplace services.

3.4 Customer’s Right to Access. You represent that you have the rights to access and grant us access to any Outside Platforms you use with the Services, and that you are an owner or authorized user of the Outside Platform accounts you authorize us to incorporate. You further agree and acknowledge that we do not own or operate such Outside Platforms and we are therefore not responsible for the operations, security, or performance of such Outside Platforms or Customer Data provided thereby.

3.5 Release. By using the Services, you hereby release Pacvue from, and waive any and all claims or claim rights that you may have against Pacvue, and release and indemnify Pacvue against any claims that any third party may have against us, arising from or related to (i) your use of any Outside Platforms, including if accessed or used via our Services, and (ii) any Outside Terms, applicable privacy policies or any other rules or regulations of such third parties entered into by you or applicable to you, including a breach thereof by you or any applicable Outside Platform.

3.6 Third Party Content. Content on the Services may be supplied by third parties. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties (including other users) are those of the respective authors or distributors and not of Pacvue. You may enter into correspondence with or participate in promotions of such third parties, such as advertisers promoting their products or services. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such third party. Pacvue neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Services.

3.7 Removal of Content and Outside Platforms. If Customer receives notice from Pacvue that an Outside Platform must be removed, modified and/or disabled to avoid violating applicable law, applicable Outside Terms or third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in Pacvue’s judgment immediate action is necessary or continued violation is likely to reoccur, Pacvue may disable Customer’s use of the applicable Outside Platform within the Services and any related aspect of the Services to the extent it deems necessary to avoid violating applicable law, applicable Outside Terms or third-party rights. If requested by Pacvue, Customer shall confirm such deletion and discontinuance of use in writing and Pacvue shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Pacvue is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law, Outside Terms or third-party rights, Pacvue may discontinue Customer’s access to such Content through the Services.

3A. AI FEATURES AND PACVUE AGENT

3A.1 General. The Services include AI Features and Pacvue Agent, which use artificial intelligence and machine learning technologies to provide data analysis, reporting, recommendations, and, where enabled, approval-based execution of actions through Agentic Workflows. Customer acknowledges that AI Features are designed to augment, not replace, human decision-making.

3A.2 AI Outputs. AI-generated outputs, including recommendations, reports, analyses, queries, and audience segments, are provided for informational purposes and are subject to the disclaimers set forth in Section 8.4. Pacvue does not warrant that AI outputs will be accurate, complete, or achieve any particular result. All AI outputs are reviewable and overridable by Customer, and no AI-generated action is applied to Customer’s account without Customer’s knowledge and, where applicable, express approval.

3A.3 Customer Guardrails. Customer may configure rules, parameters, and guardrails for AI Features, including Campaign AI, within the Services. Pacvue’s AI Features will operate within such Customer-defined guardrails. Customer is responsible for reviewing and configuring guardrails appropriate for its business objectives.

3A.4 AI Governance. Pacvue maintains an AI Governance Committee that oversees the development, deployment, and monitoring of AI Features. Pacvue conducts guardrail testing prior to the release of new AI Features and maintains continuous monitoring against baseline performance metrics with automated alerts and the ability to disable AI Features independently without affecting other Services functionality.

3A.5 Third-Party AI Providers. Certain Generative AI Features are powered by enterprise APIs from third-party AI providers. Customer acknowledges that: (a) Pacvue’s agreements with such providers contractually prohibit the use of Customer Data for training shared AI models; (b) such providers do not retain persistent memory of Customer Data; and (c) Pacvue selects providers that maintain enterprise-grade security standards. The availability of specific Generative AI Features may depend on the continued availability of third-party AI provider services.

3A.6 Pacvue Agent in Third-Party Applications. Pacvue Agent may be accessible through third-party applications, such as Slack, enabling Customer’s Users to interact with Pacvue Agent within those applications. Customer is responsible for ensuring its Users’ compliance with both these Terms and the applicable third-party application’s terms of service when using Pacvue Agent through such applications.

3A.7 Halo Reporting. Halo Reporting uses statistical modeling to estimate the impact of advertising on one Outside Platform on sales performance on another Outside Platform. Customer acknowledges that: (a) Halo Reporting provides modeled estimates rather than deterministic attribution; (b) results depend on data sufficiency requirements, including minimum advertising spend thresholds and historical data availability; (c) Halo Reporting results should not be the sole basis for business decisions; and (d) the accuracy of Halo Reporting may vary based on product category, seasonality, promotional activity, and other market factors.

3A.8 MCP (Model Context Protocol). Pacvue’s MCP functionality provides read-only data export capabilities. MCP does not permit campaign edits, spend changes, or budget modifications. MCP access credentials are bound to the applicable User’s existing Pacvue permissions, and all MCP credential issuance, use, and revocation is logged. Lost MCP credentials cannot be recovered and must be rotated.

3B. BETA SERVICES

3B.1 Beta Access. Pacvue may make Beta Services available to Customer from time to time. Customer’s use of any Beta Services is voluntary and subject to any additional terms Pacvue may specify. Customer’s use of Beta Services may also be governed by separate beta-specific terms and conditions (such as an Open Beta agreement), which are incorporated into and form part of these Terms. In the event of a conflict between these Terms and any beta-specific terms, the beta-specific terms shall prevail with respect to the applicable Beta Services.

3B.2 Beta Disclaimers. BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PACVUE MAY MODIFY, SUSPEND, OR DISCONTINUE ANY BETA SERVICES AT ANY TIME WITHOUT NOTICE OR LIABILITY. Beta Services may contain bugs, errors, or inaccuracies, and Pacvue makes no commitment regarding the availability, reliability, or performance of Beta Services. Features or functionality described in connection with Beta Services may never be made generally available. Beta Services may be limited to specific campaign types, ad formats, or platform capabilities, and the scope of features available during any beta period may not reflect the full functionality planned for general availability.

3B.3 Beta Feedback and Participation. Customer agrees that Pacvue may use any feedback, suggestions, or ideas provided by Customer in connection with Beta Services without restriction or obligation. Beta Services may include participation requirements, such as providing feedback, supporting case study development, or other engagement obligations, as specified in the applicable beta-specific terms.

3B.4 Transition to General Availability. Beta Services may be provided at no charge during the applicable beta period. Customer acknowledges and agrees that: (a) upon general availability of a Beta Service, continued access will require execution of a paid subscription agreement or Order Form at Pacvue’s then-current pricing; (b) participation in a beta program does not guarantee any specific pricing, discount, or preferential terms at general availability unless separately agreed to in writing by Pacvue; and (c) Pacvue will use commercially reasonable efforts to provide Customer with reasonable advance notice prior to the end of a beta period and the commencement of paid subscription requirements.

3B.5 Beta Confidentiality. Beta Services, including all associated features, functionality, roadmap information, and performance data shared by Pacvue in connection with a beta program, constitute Pacvue’s Confidential Information. Customer shall not disclose, publish, or disseminate any information regarding non-public Beta Services features or roadmap details without Pacvue’s prior written consent. This includes public commentary, competitive benchmarking disclosures, and social media posts describing pre-release product capabilities.

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in these Terms or subsequently agreed to by the parties in writing, (a) Purchased Services and access to Content are purchased as subscriptions for the Subscription Term and (b) subscriptions for additional Services may be added during a Subscription Term through a new schedule to an Order Form at Pacvue’s standard pricing for such Services. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Pacvue regarding future functionality or features.

4.2 Usage Limits. Customer agrees to abide by any usage limits set forth in an Order Form. If no such usage limits are set forth, then Customer agrees to a reasonable usage of the Services consistent with usage norms across Pacvue’s general customer base as measured by objective criteria such as API calls. In the event of excess usage, Pacvue may work with Customer to (a) reduce Customer’s usage to meet any limit or normal range or (b) increase Customer’s pricing proportionately to its departure from any limit or normal range by a reasonable amount mutually agreed to by Pacvue and Customer to account for the excess usage.

4.3 Customer Responsibilities. Customer will (a) be responsible for its Users’ compliance with these Terms or any other applicable requirements, terms, or conditions provided by Pacvue in writing, (b) be responsible for the interoperation of any Outside Platforms with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Pacvue promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with these Terms and applicable laws and government regulations, and (e) comply with terms of service of any Outside Platforms with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in Pacvue’s judgment threatens the security, integrity, or availability of Pacvue’s services, may result in Pacvue’s immediate suspension of the Services. However, Pacvue will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

4.4 Usage Restrictions. Customer agrees that it and its Users will not:

(A) make any Services or Content available to anyone other than Customer or Users, or use any Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise by Pacvue;

(B) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Content, or include any Services or Content in a service bureau or outsourcing offering;

(C) use the Services or Outside Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(D) use the Services or Outside Platform to access, process, store or transmit any Malicious Code;

(E) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein;

(F) attempt to gain unauthorized access to any Services or Content or their related systems or networks;

(G) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Pacvue intellectual property except as permitted under these Terms or with Pacvue’s express written consent;

(H) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof;

(I) copy Content except as permitted herein or with Pacvue’s express written consent,

(J) frame or mirror any part of any Services or Content;

(K) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or Content or access either to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Services, (iii) copy any ideas, features, functions or graphics of the Service, or (iv) determine whether the Services are within the scope of any patent;

(L) use the Services for any unlawful purpose;

(M) use the Services for any other purpose prohibited by Pacvue, provided that Pacvue will use commercially reasonable efforts to give Customer prior notice of any such other prohibited purpose;

(N) use AI Features to generate content that is misleading, deceptive, or harmful, or to attempt to circumvent AI guardrails, safety controls, or content filters;

(O) use AI Features or Pacvue Agent to engage in prompt injection, model extraction, or any attempt to manipulate, reverse-engineer, or extract the underlying AI models, algorithms, or training data;

(P) represent AI-generated outputs as human-authored without disclosure, where such disclosure is required by applicable law or regulation; or

(Q) use Halo Reporting data or other modeled attribution outputs as the sole basis for claims made to third parties regarding advertising effectiveness, without appropriate qualification that such data represents statistical estimates.

5. FEES AND PAYMENT

5.1 Fees. Customer will pay all fees described in any Order Form in accordance with the terms of the Order Form (“Fees”). Except as otherwise specified in these Terms or in an Order Form, (i) payment obligations are non-cancelable and all Fees paid are non-refundable, and (ii) the nature, quantity or scope of Purchased Services may only be increased or decreased in accordance with the applicable Order Form. Customer hereby acknowledges that its right to any Upgrades will be contingent upon Customer agreeing to additional Fees, either as set forth in a new schedule to its Order Form or as otherwise agreed by the parties in writing. In the event that Customer disputes any Fees in any invoice, you agree to notify us within twenty (20) days of the receipt of such invoice. If you fail to notify us within such period, you hereby waive your right to dispute such Fees. For clarity, Beta Services provided at no charge during an applicable beta period are not subject to the fee provisions of this Section 5 during such period; however, continued access following general availability will require a paid subscription as set forth in Section 3B.4.

5.2 Payment. Customer will maintain with Pacvue (or its payment processor) valid and updated credit card information or alternative financial or payment documentation or information (for example, bank account information) reasonably acceptable to Pacvue. Except as otherwise provided in an Order Form, Customer authorizes Pacvue (or its payment processor) to charge such payment method in advance of Customer’s access or use of the Services. Failure by Customer to provide a purchase/insertion order shall not limit Pacvue its rights or remedies.

5.3 Overdue Charges. If Pacvue is unable to effect payment when due using Customer’s payment method, then Pacvue may, without limiting its rights or remedies, charge Customer for all costs, including collection costs, court costs, and reasonable attorneys’ fees associated with the attempt and/or collection of past due amounts, as well as a monthly late fee equal to 1.5% per month or the greatest amount allowed under the law.

5.4 Suspension of Services. In the event any Fees due and owing from the last day of the initial payment period, Pacvue may, after providing notice to Client, and without limiting any of its other rights and remedies: (i) suspend, terminate, or otherwise deny Client access to or use of, all or any part of the Services, and (ii) require full payment of the overdue amount, and any other amount due and owing, prior to additional or continued performance by Pacvue.

5.5 Taxes. Pacvue’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases or subscriptions hereunder. If Pacvue has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Pacvue will invoice Customer and Customer will pay that amount unless Customer provides Pacvue with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Pacvue is solely responsible for taxes assessable against it based on its income, property and employees.

6. PACVUE’S RIGHTS; LICENSE TO FEEDBACK

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Pacvue, its Affiliates and its licensors reserve all of their rights, title, and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

6.2 License by Customer to Use Feedback. Customer grants to Pacvue and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Pacvue’s or its Affiliates’ services.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the contents of any Order Form(s) or other written information specific to Customer’s relationship with Pacvue. Confidential Information of Customer includes Customer Data; Confidential Information of Pacvue includes the Services and Content, Beta Services features and functionality, product roadmap information, and pre-release or non-public product capabilities. Confidential Information of each party includes business and marketing plans, financial data and information, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For clarity, the non-disclosure obligations in this Section 7 apply to Confidential Information exchanged between the parties in connection with the evaluation of any Services, whether Purchased Services or otherwise.

7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit disclosure and access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, professional advisors and contractors who need that access for purposes consistent with these Terms and are bound by confidentiality obligations in favor of the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. This does not include disclosure to Pacvue’s competitors, which is specifically excluded.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7.4 AI-Specific Confidentiality. For the avoidance of doubt, any Customer Data processed by AI Features, including prompts, queries, and resulting AI outputs specific to Customer, constitutes Customer’s Confidential Information. Pacvue shall not use the substance of Customer-specific AI interactions to benefit other customers, except in aggregated, de-identified form as permitted under Section 2.4(D).

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations. Each party represents that it has validly entered into these Terms and has the legal power to do so.

8.2 Services Warranties. Pacvue warrants that, during the Subscription Term, (a) the Purchased Services will perform materially in accordance with any documentation provided by Pacvue in writing, and (b) subject to Section 3 (“Outside Platforms and Content”) above, Pacvue will not materially modify the overall functionality of the Purchased Services in a manner that has an adverse effect on the Purchased Services. For any breach of a warranty under this Section 8.2, Customer’s exclusive remedies are those described in Section 11.2 (“Termination”) and Section 11.3 (“Refund or Payment upon Termination”) below.

8.3 Infringement Warranty & Remedy. Pacvue warrants that, when used in accordance with these Terms, the Purchased Services do not and will not infringe the intellectual property rights of any third party. The foregoing warranty will not apply to the extent any infringement arises from the Customer’s use of the Purchased Services in combination with hardware or software not provided by Pacvue. In the event of a breach of the warranty in this Section 8.3, Pacvue, at its own option and expense, will promptly take the following actions: (a) secure for Customer the necessary rights to allow Customer continue using the Purchased Services; (b) replace or modify the Purchased Services to make them non-infringing; or (c) terminate the infringing features of the Purchased Services and refund to Customer any prepaid fees for such features, in proportion to the remaining time in the applicable Subscription Term. In addition to Customer’s right to terminate for breach where applicable, the preceding sentence states Pacvue’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.3 and for potential or actual intellectual property infringement by the Purchased Services.

8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PACVUE AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO THE CUSTOMER’S USE OF THE SERVICES INCLUDING ANY WARRANTY THAT ANY SERVICES AND ESTIMATIONS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT ALL ERRORS WILL BE CORRECTED. PACVUE ALSO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK AND THAT PACVUE PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.”

WITHOUT LIMITING THE FOREGOING, PACVUE DOES NOT WARRANT THAT: (A) AI FEATURES OR PACVUE AGENT WILL PRODUCE ACCURATE, COMPLETE, OR ERROR-FREE OUTPUTS; (B) AI-GENERATED RECOMMENDATIONS WILL ACHIEVE ANY PARTICULAR ADVERTISING, COMMERCE, OR BUSINESS OUTCOME; (C) HALO REPORTING OR OTHER MODELED ATTRIBUTION FEATURES WILL ACCURATELY REFLECT ACTUAL CAUSATION BETWEEN ADVERTISING ACTIVITY AND SALES PERFORMANCE; OR (D) BETA SERVICES WILL FUNCTION AS DESCRIBED OR WILL BE MADE GENERALLY AVAILABLE. CUSTOMER ACKNOWLEDGES THAT AI FEATURES RELY IN PART ON THIRD-PARTY AI TECHNOLOGIES AND THAT THE PERFORMANCE OF SUCH FEATURES MAY VARY.

9. INDEMNIFICATION

9.1 Indemnification by Customer. Customer shall defend, indemnify, and hold Pacvue, its Affiliates, and their officers, directors, employees, successors, agents and representatives, harmless against any loss or damage (including without limitation reasonable attorney’s fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against them by a third party arising out of (i) a breach of Customer’s reps, warranties, covenants or agreements herein; (ii) Customer’s intentional misconduct or gross negligence; (iii) Pacvue’ use of Customer Data as permitted hereunder; (iv) Pacvue’s access to or use of Outside Platforms as permitted hereunder or (v) the acts or omissions of any User using Customer’s account.

9.2 Pacvue shall (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim using counsel reasonably approved by Pacvue (provided that Customer may not settle or defend any Claim unless it unconditionally releases Pacvue of all liability without the obligation to take or refrain from any action or pay any amounts); and (c) provide to Customer, at Customer’s cost, all reasonable assistance.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. EXCEPT FOR INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR PURCHASED SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 5 (“FEES AND PAYMENT”) ABOVE. WITH RESPECT TO ANY SERVICES PROVIDED AT NO CHARGE, INCLUDING BETA SERVICES DURING A FREE BETA PERIOD, PACVUE’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS (USD $100).

10.2 Excluded Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, OR GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY BUSINESS INTERRUPTION OR LOSS OF DATA, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION

11.1 Term. The term of these Terms shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder. Except as otherwise provided under an Order Form, the Services shall automatically renew for the same stated Subscription Term unless either party gives thirty (30) days written notice prior to the end of the then-current Term. Client shall communicate such intent to [email protected].

11.2 Termination. A party may terminate these Terms upon 30 days written notice to the other party in the event of a material breach if such breach remains uncured at the expiration of such period. Termination request by Client shall be sent to via email to [email protected].

11.3 Refund or Payment upon Termination. In no event will termination relieve the Customer of its obligation to pay any Fees incurred for Customer’s use of the Services prior to the effective date of termination. If these Terms are terminated by Customer for cause under this Section 11.2, Pacvue will refund Customer any prepaid fees proportional to the remaining duration of any Subscription Term. If these Terms are terminated by Pacvue for cause under Section 11.2, Customer will promptly pay Pacvue any unpaid fees that were incurred or would have been incurred during the Subscription Term.

11.4 Survival. Sections 2.4, 3A, 3B, 5 through 7, and 9 through 14 survive any termination or expiration of these Terms.

11.5 Post-Termination Data Retention, Export, and Deletion.

(A) Data Export Period. Upon the effective date of termination or expiration of these Terms, Pacvue will make Customer Data available to Customer for export in a standard, machine-readable format (such as CSV, JSON, or other format generally supported by Pacvue’s export tools) for a period of thirty (30) days following the effective date of termination or expiration (the “Export Period”). During the Export Period, Customer may access and retrieve its Customer Data through the Services’ standard export functionality or, where standard export is unavailable, by submitting a written request to Pacvue. Pacvue will provide commercially reasonable assistance with data export during the Export Period at no additional charge.

(B) Deletion of Customer Data. Following the expiration of the Export Period, Pacvue will delete or destroy all Customer Data from its production systems within ninety (90) days. Pacvue will use commercially reasonable efforts to remove Customer Data from backup and disaster recovery systems within one hundred eighty (180) days following the end of the Export Period, subject to technical limitations of Pacvue’s backup infrastructure. Any Customer Data retained in backup systems during this period will remain subject to the confidentiality, security, and data protection obligations of these Terms and will not be actively processed for any purpose other than backup integrity.

(C) Retention Exceptions. Notwithstanding the foregoing, Pacvue may retain copies of Customer Data to the extent required by applicable law, regulation, or legal process, or to the extent necessary for the establishment, exercise, or defense of legal claims, regulatory compliance, or audit obligations. Any Customer Data retained pursuant to this exception will continue to be subject to the confidentiality, security, and data protection obligations of these Terms for so long as it is retained.

(D) Confirmation of Deletion. Upon Customer’s written request made after the completion of the deletion process described in this Section 11.5, Pacvue will provide written confirmation that Customer Data has been deleted from production systems in accordance with this Section. Such confirmation will be provided within thirty (30) days of Customer’s request.

(E) Aggregated and De-Identified Data. For the avoidance of doubt, the deletion obligations in this Section 11.5 do not apply to aggregated, anonymized, or de-identified data derived from Customer Data that does not identify or permit identification of Customer, which Pacvue may retain and use in accordance with Section 2.4(D).

(F) Data Processing Addendum. To the extent the Data Processing Addendum provides more specific or more protective terms regarding post-termination data handling, the Data Processing Addendum shall prevail over this Section 11.5.

12. ARBITRATION AND CLASS ACTION WAIVER

12.1 Informal Process First. You agree that in the event of any dispute between you and Pacvue, you will first contact Pacvue and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.

12.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Dispute”) relating in any way to your use of Pacvue’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Dispute. You and Pacvue agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be administered in Los Angeles, California by a sole arbitrator in accordance with the JAMS Rules applying the governing law specified in these Terms. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Pacvue are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Pacvue will have the right to (i) bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator and (ii) you and Pacvue may instead assert a claim in “small claims” court, but only if the claim qualifies, the claim remains in such court and the claim remains on an individual, non-representative and non-class basis.

12.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. The prevailing party is entitled to recover its costs and expenses in connection with the arbitration and any arbitral award, including reasonable attorneys’ fees, in addition to any other relief award by the arbitrator.

13. GENERAL PROVISIONS

13.1 Notice. Except as otherwise specified in an Order Form, all notices related to these Terms and any Order Form(s) will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), the day of sending by email, using these addresses:

(A) To Customer: To Customer’s email address(es) in Customer’s account or Order Form, or to the mailing address provided by Customer in an Order Form.

(B) To Pacvue: To [email protected]. Customer may update its notice email address through Customer’s account within the Services. Otherwise, a party may update the notice address(es) above on one or more occasions by providing notice to the other party in accordance with this Section 13.1.

13.2 Marketing. Customer permits Pacvue to use Customer’s name and logo on the Pacvue website, along with other customers. Upon customers written consent, Customer agrees to: (a) let Pacvue announce that Customer chose Pacvue in a press release; (b) help Pacvue make a case study on how Customer used the Services; and as applicable (c) engage in joint speaking and/or content creations about the Services. Pacvue will limit the time Customer spends on the case study. Customer will provide information and have the ability to review it before its publishing. Customer will bear no cost at all from this effort. Customer has final edit rights on this video, and Customer approves use of this video on the Pacvue website.

13.3 Export Compliance. The Services, Content, other Pacvue technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Pacvue and Customer each represent that it is not named on any U.S. government denied-party list.

13.4 Entire Agreement; Order of Precedence. These Terms, including any Order Form(s) executed hereunder by Customer and Pacvue (including any Schedules thereto), constitute the entire agreement between Pacvue and Customer regarding Customer’s use of Services and Content and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Unless a provision of an Order Form specifically overrides these Terms, these Terms control in the event of any conflict or inconsistency between these Terms and an Order Form.

13.5 Relationship of the Parties. The parties are independent contractors. Neither these Terms nor any Order Form creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

13.6 Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms or any Order Form.

13.7 Waiver. No failure or delay by either party in exercising any right (including invoicing) under these Terms will constitute a waiver of that right.

13.8 Severability. If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, the parties agree that the arbitrator or court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the remaining provisions of these Terms will remain in full force and effect.

13.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these Terms upon written notice. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.10 Governing Law. The laws of the State of California, without regard to principles of conflicts of laws, govern these Terms, any Order Form(s), any incorporated documents, and any other terms and conditions subsequently agreed to by the parties in connection with the Services, and any dispute arising between Customer and Pacvue.

13.11 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, acts of government, natural disasters, civil unrest, acts of terror, pandemic or epidemic, labor disputes, Internet service provider failures, Outside Platform interruptions or API changes, denial-of-service attacks, or third-party AI provider outages (each, a “Force Majeure Event”). The affected party will promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

13.12 Data Processing Addendum. To the extent Pacvue processes any Personal Information on behalf of Customer in connection with the Services, the Data Processing Addendum applies and is incorporated herein by reference. In the event of a conflict between these Terms and the Data Processing Addendum with respect to data processing matters, the Data Processing Addendum shall prevail.

13.13 Anti-Corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

14. PLATFORM-SPECIFIC TERMS

14.1 TikTok and TikTok Shop. The following additional terms apply to Customer’s use of the Services in connection with TikTok and TikTok Shop:

(A) Customer acknowledges that TikTok and TikTok Shop are Outside Platforms and that the availability of TikTok-related features within the Services depends on the continued availability of TikTok’s APIs and the terms of Pacvue’s partnership with TikTok.

(B) Pacvue’s TikTok integration includes, where available, campaign management for Social Ads, Shop Ads (including GMV Max campaigns), catalog management, portfolio-level budget pacing, dayparting, and cross-platform reporting. The specific features available may change as TikTok modifies its platform, APIs, or advertising offerings. Certain TikTok features may be released on a phased or limited basis, and availability during any beta period may be scoped to specific campaign types or ad formats (for example, GMV Max campaigns only). The full scope of available features for any beta period will be specified in the applicable beta-specific terms.

(C) Customer is solely responsible for complying with TikTok’s terms of service, community guidelines, advertising policies, and all applicable laws in connection with its use of TikTok through the Services. Pacvue does not guarantee compliance with TikTok’s policies and is not responsible for any actions taken by TikTok, including account suspensions, ad disapprovals, or policy enforcement actions.

(D) Customer acknowledges that TikTok is a rapidly evolving platform and that features, APIs, data availability, and policies may change frequently. Pacvue is not liable for any disruption to Customer’s TikTok advertising or commerce operations resulting from changes made by TikTok.

(E) Pacvue does not provide fulfillment, logistics, shipping, or customer service for TikTok Shop orders. These operations remain solely Customer’s responsibility or the responsibility of Customer’s designated fulfillment providers.

(F) The Services operate above TikTok’s native platform tools. Pacvue does not replace TikTok’s native tools; rather, it provides governance, pacing, reporting, automation, and cross-channel measurement capabilities that complement TikTok’s native functionality. Customer is responsible for maintaining its own TikTok Seller Center account and for all account-level configurations within TikTok’s native platform.

(G) The quality and completeness of TikTok-related reporting and data within the Services is dependent on successful account linking and data availability from TikTok’s APIs. Customer acknowledges that TikTok’s native reporting tools may have data retention limitations, and that the scope and accuracy of historical data available through the Services depends on when Customer linked its TikTok account and the data made available by TikTok’s APIs at the time of access.

14.2 Discovery Commerce. To the extent the Services support discovery commerce features (including Social Ads and related advertising on platforms such as TikTok), Customer acknowledges that: (a) discovery commerce advertising operates differently from search-based or intent-driven advertising on traditional retail media platforms; (b) performance metrics and benchmarks from other Outside Platforms may not be directly comparable; and (c) Pacvue’s recommendations and automation features for discovery commerce platforms are optimized for the specific characteristics and objectives of such platforms.