Terms of Service

Effective Date: April 14, 2026 · Version 2.0

Agreement

These Terms of Service ("Terms") form a binding agreement between Panxo Stacks, Inc., a Delaware-incorporated corporation with its principal place of business at 447 Broadway, 2nd Floor, New York, NY 10013 ("Panxo"), and the entity or individual accepting these Terms ("Customer", "you"). By installing the Panxo SDK, creating an account, or otherwise using the Services, you agree to these Terms. If you are accepting on behalf of an organisation, you represent that you have authority to bind it.

1. Services

Panxo provides: (a) a JavaScript SDK that detects AI-driven traffic on publisher websites; (b) server-side APIs and dashboards; (c) programmatic demand for AI-driven inventory; and (d) related reporting and payout services (collectively, the "Services").

2. Data Protection; Controller Status

Panxo operates as an independent data controller with respect to personal data it receives through the Services. Panxo and Customer are separate, independent controllers and are not joint controllers. Each party is independently responsible for its own compliance with applicable data-protection laws.

The Privacy Policy at panxo.ai/privacy is incorporated by reference. A separate Data Processing Addendum is not required given this independent-controller architecture; a Controller-to-Controller Data Sharing Agreement is available on request and is incorporated where executed.

3. Publisher Agreement; Payment

Commercial terms — including revenue share, payment schedule (NET-45), minimum payout thresholds, and payout methods — are set out in the separate Publisher Agreement executed between the parties. In the event of any conflict between these Terms and the Publisher Agreement on commercial matters, the Publisher Agreement controls.

4. Intellectual Property; Licence Grant

Patent Pending Technology. Panxo's AI traffic detection and monetization technology is protected by US Provisional Patent Application No. 63/930,757. Any unauthorized use, reproduction, or reverse engineering is strictly prohibited.

As between the parties, Panxo owns all right, title and interest in and to the Services, the SDK, the APIs, the dashboards, the detection algorithms, and all improvements thereto.

Subject to these Terms, Panxo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to deploy the SDK on websites owned or controlled by Customer solely for the purpose of using the Services. Customer grants Panxo a non-exclusive, royalty-free, worldwide licence to access, process, and use Customer content and signals transmitted through the SDK as necessary to provide, secure, and improve the Services.

5. Acceptable Use

Customer shall not: deploy the SDK on properties directed at children under 16; deploy on websites with illegal, infringing, hate, or adult content; artificially inflate traffic, impressions, or clicks; reverse-engineer or decompile the SDK; resell or sublicense the Services; interfere with or circumvent security mechanisms; use the Services to process special-category data under Article 9 GDPR.

6. Fees and Taxes

Fees, revenue share and tax arrangements are set out in the Publisher Agreement. Customer is responsible for all taxes arising from Customer's use of the Services other than taxes on Panxo's net income.

7. Confidentiality

Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in any event a reasonable standard of care) and shall not disclose such information except to personnel and advisors who have a need to know and are bound by confidentiality obligations.

8. Term and Termination

These Terms commence on your first use of the Services and continue until terminated. Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately for the other's material breach not cured within fifteen (15) days of written notice. Panxo may suspend or terminate immediately for security, fraud, or legal-compliance reasons.

9. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". Panxo disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Panxo does not warrant specific revenue outcomes, AI detection rates, or uninterrupted operation.

10. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages. Each party's total aggregate liability shall not exceed the amounts paid or payable under the Publisher Agreement in the twelve (12) months preceding the event giving rise to liability.

11. Indemnification

Customer shall defend, indemnify, and hold harmless Panxo from third-party claims arising out of Customer's breach of Section 5 (Acceptable Use), content on Customer's websites, Customer's violation of applicable law, or Customer's breach of its obligations as an independent data controller. Panxo shall defend Customer against third-party claims alleging that the unmodified SDK infringes a valid US patent or copyright.

12. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute arising out of or related to these Terms, subject to either party's right to seek injunctive relief in any court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

13. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any executed Publisher Agreement, constitute the entire agreement between the parties.

Updates. Panxo may update these Terms by posting an updated version. Material changes will be notified by email or dashboard notice at least fifteen (15) days in advance.

Assignment. Customer may not assign these Terms without Panxo's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices. Notices to Panxo shall be sent to support@panxo.ai with a copy to dpo@panxo.ai.

Relationship. The parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.