These Terms of Service (“Terms”) outline the basis on which Adverteyes Inc. and its affiliates (“Adverteyes”) provide services to you (“Client”). Adverteyes Inc. is incorporated in the State of Delaware, United States (principal address: 13 W Main Street, Felton, DE 19943).
Adverteyes offers emotion analytics services to enhance web content and video advertising, including market research, emotion data analysis, insight reporting, and access to proprietary dashboards and analytic tools.
The Services outlined in each Order Form will be accessible through a secure login and password, delivered with reasonable care and skill. Performance dates are estimates, and delays do not entitle termination. Affiliates of Adverteyes may provide some or all Services, for which Adverteyes remains responsible. By entering into an Agreement with Adverteyes, these Terms form the agreement between us.
“Adverteyes” means Adverteyes Inc. and its affiliates.
“Adverteyes AI System” or “AI System” means the proprietary artificial intelligence platform, software, algorithms, tools, methodologies, systems, models, processes, user interfaces, and all related technologies developed, owned, or licensed by Adverteyes, including any updates, modifications, or enhancements thereto, which are provided as part of the Services under this Agreement.
“Adverteyes Information” means the data, information, and reports provided and/or used by Adverteyes.
“Adverteyes Technology” means the software, HTML tags or other codes, internet portals, application programming interfaces (API), dashboards, systems, and analytic tools underlying our Services.
“Agreement” means the Service Agreement or Work Order entered into between Adverteyes and the Client.
“Client” means the entity or individual who enters into an Agreement with AdvertEyes for the use of the Services\.
“Client Content” means collectively Client Data and Client Materials, as defined in this Agreement.
“Client Data” means any raw data, information, or content provided directly by the Client to Adverteyes for the purposes of performing the Services, including but not limited to proprietary datasets, demographic information, or other structured or unstructured data owned by the Client. Client Data expressly excludes any data, results, outputs, survey responses, or insights generated by Adverteyes or the Adverteyes AI System in connection with the Services.
“Client Materials” means any tangible or intangible content, creative assets, media samples, documents, or other materials provided by the Client to Adverteyes for the purposes of performing the Services. This includes, but is not limited to, videos, images, audio recordings, branding assets, promotional materials, and other intellectual property or content used as part of or in conjunction with the Services. For clarity, Client Materials do not include Client Data as defined in this Agreement.
“Confidential Information” means any business plans, customer data, technical information, or other proprietary information disclosed by one party to the other during the term of these Terms.
“Control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct the management and policies of the entity.
“EEA” means the European Economic Area.
“Effective Date” means the date on which the Agreement is signed by both parties.
“Fees” means the charges for the Services as set out in the relevant Order Form.
“Intellectual Property Rights” means all intellectual property and industrial property rights, whether registered or unregistered, including but not limited to copyrights, patents, trademarks, service marks, trade secrets, database rights, design rights, moral rights, rights in computer software, and any other similar rights recognized under applicable laws and international treaties, as well as any applications or rights to apply for any of the foregoing.
“Order Form” means the document (Service Agreement or Work Order) outlining the specific details of the Services, including the Fees, duration, and any special conditions.
“Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable data protection laws.
“Platform Data” means all best practices information, benchmarks, norms, creative tags, general reference data, usage and performance data, and statistical information about the Client’s use of the Services.
“Reseller” means an entity or individual authorized by Adverteyes to market, distribute, and resell Adverteyes’ services.
“Service” or “Services” means the emotion analytics services, including market research, emotion data analysis, insight reporting, and access to proprietary dashboards and analytic tools provided by Adverteyes.
“Term” means the duration of the Service paid for by the Client as set out in the Order Form.
“Territory” means the specified geographical area in which the Reseller is authorized to market, distribute, and resell Adverteyes’ services.
“UK” means the United Kingdom.
The Client acknowledges and agrees that, as between the Client and Adverteyes, all Intellectual Property Rights subsisting in the Adverteyes AI System are and shall remain the property of Adverteyes (or its licensors), and the Client shall not acquire any rights, title, or interest in or to the Adverteyes AI System. All Intellectual Property Rights in any Client Content shall remain the exclusive property of the Client (or its licensors). Furthermore, all Intellectual Property Rights arising out of or in connection with the Services, excluding Client Content, shall be the exclusive property of Adverteyes (or its licensors).
Without limiting the foregoing, Adverteyes owns all rights in the Platform Data. The Client shall not acquire any rights, title, or interest in the Platform Data, except for the limited license to access and use Platform Data during the Term as described herein.
Adverteyes grants Client a non-exclusive, non-transferable, limited, personal, revocable license to use the Service during the Term, subject to the restrictions set out in this Section 3 and elsewhere in these Terms.
Adverteyes grants Client a non-exclusive, non-transferable, limited, personal, revocable license to use the Service during the Term, subject to the restrictions set out in this Section 3 and elsewhere in these Terms.
The Client shall not, and shall not permit any third party to:
The Client shall not:
• Transmit any Personal Data to Adverteyes except for data relating to its employees or representatives working with Adverteyes under this Agreement;
• Share login credentials, passwords, or otherwise allow any third party to access AdvertEyes Technology without prior written consent from Adverteyes;
• Disclose, share, or redistribute any part of the Services, or outputs derived from the Services, in a manner that competes with Adverteyes or in exchange for compensation; or
• Sublicense, distribute, modify, adapt, translate, or remove any proprietary or copyright notices from the Services.
The Client shall:
• Access the Service only through the methods and interfaces specified by Adverteyes;
• Keep all login credentials secure and confidential, and promptly notify AdvertEyes of any unauthorized access or security breach;
• Maintain compatible hardware, software, and internet connectivity necessary to use the Service effectively; and
• Ensure that its use of the Service complies with all applicable laws and regulations.
Adverteyes may impose usage limits and monitor compliance with these Terms. Violations may lead to suspension or restriction of access to the Service. Adverteyes reserves the right to update, modify, or enhance the Service from time to time and will provide reasonable notice to the Client of any material changes. The Client is responsible for ensuring compatibility with the current version of the Service. Continued use of outdated versions may result in communication issues and discontinued support.
The Client shall pay the Fees as set out in the applicable Order Form. All Fees are exclusive of VAT, sales tax, or any other similar taxes, which shall be payable by the Client in addition to the Fees where applicable.
Payment is required in advance. All invoices are due and payable within 30 days of the date of issuance.
The Client must notify Adverteyes in writing of any discrepancies in the Services within 5 working days of the Term start date. Adverteyes will use reasonable efforts to resolve any valid issues at no additional charge. If no notification is received within this period, the Services shall be deemed accepted.
If any undisputed invoice remains unpaid for more than 30 days after its due date, Adverteyes may: (a) suspend the Client’s access to the Services until payment is received in full; and (b) charge interest at the rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law) on the outstanding amount, accruing daily from the date payment was due until paid in full.
Client warrants that all Client Materials comply with relevant laws in all regions where they will be tested. If they do not comply, the Client accepts liability for any related claims. Client warrants that it has all necessary permissions and rights to make the Client Materials available to Adverteyes, its subcontractors, and the relevant test audience. This ensures Adverteyes can perform its obligations under this Agreement regardless of the method used to deliver the Client Materials to Adverteyes.
Adverteyes acknowledges and agrees that, as between Adverteyes and the Client, all rights, title to, and interest in the Client Content are and shall remain the exclusive property of the Client. Client Content is deemed Client Confidential Information for the purposes of this Agreement.
The Client hereby grants to Adverteyes a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license, for the duration of this Agreement, to use, copy, and create derivative works of the Client Content, solely for the following purposes:
Upon the termination or expiry of this Agreement, the license granted under Section 5.3 shall terminate, and Adverteyes shall cease any further collection or active processing of Client Content in its identifiable form. However, the Client acknowledges that Client Content may already have been incorporated into trained AI models, aggregated datasets, Platform Data, or derivative analytical outputs during the Term. The Client grants to Adverteyes a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to retain and continue to use such materials for any lawful purpose, including without limitation:
Except as explicitly provided in this Agreement, Adverteyes shall not:
The Client warrants that all Client Content complies with relevant laws in all regions where it will be used and that the Client has all necessary permissions and rights to make it available to Adverteyes, its subcontractors, and the relevant test audiences.
Adverteyes shall ensure that all Client Content used for AI model training or development is minimized to the extent necessary for achieving the intended technical outcomes and is subject to appropriate anonymization and aggregation protocols. Adverteyes shall not use raw or unprocessed Client Content in any way that could allow a third party to identify the Client, or any specific data related to the Client, except as strictly required to perform the Services under this Agreement.
Adverteyes warrants and represents that:
All Confidential Information shared by one party (“Disclosing Party”) with the other (“Receiving Party”) will be kept confidential. The Receiving Party, including its employees and subcontractors, must not disclose or use such Confidential Information except as permitted under this Section 8.
The Receiving Party may disclose Confidential Information only in the following circumstances:
Each party agrees to:
Confidential Information does not include information that:
The Receiving Party may disclose Confidential Information if required by law, regulatory demand, or stock exchange rules, provided that it gives the Disclosing Party reasonable prior written notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy.
Upon written request by the Disclosing Party, the Receiving Party will return or securely destroy all Confidential Information within 30 days and certify compliance by a director’s or officer’s signature. This obligation does not apply to copies retained in automated backup systems or as required by law, provided such retained copies remain subject to the confidentiality obligations in this Section 8.
The services, including Adverteyes Information and Adverteyes Technology, are provided “as is.” Except as expressly stated in these Terms, Adverteyes and its licensors disclaim and Client waives all warranties, whether express, implied, or arising by law, including but not limited to any warranties of satisfactory quality, merchantability, non-infringement, or fitness for a particular purpose, to the fullest extent permitted by law.
Adverteyes and its licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits or information, business interruption, cost of cover, or capital, even if advised of the possibility of such damages. Unless otherwise prohibited by applicable law, neither Adverteyes nor Client will be liable for any claim brought more than one year after the cause of action accrues.
The maximum aggregate liability of Adverteyes relating to these Terms, whether in contract, tort (including negligence), or any other cause of action, will be limited to the total Fees paid by Client for the affected portion of the Services under the applicable Order Form during the six-month period immediately prior to the date the cause of action accrued.
Nothing in these Terms limits or excludes our liability for: a) death or personal injury caused by our negligence, or the negligence of our employees, agents, or subcontractors; or b) fraud or fraudulent misrepresentation; or c) any other liability which cannot be limited or excluded by applicable law.
Adverteyes uses commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Adverteyes shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Adverteyes’ reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Adverteyes employees), Internet service provider failure or delay, non-Adverteyes application, or denial of service attack. For information on Adverteyes’ current status, see https://realeyes-pv-ai.betteruptime.com
Client will not provide any Personal Data to Adverteyes, other than Personal Data relating to its employees or representatives working with Adverteyes under these Terms. In respect of such Personal Data, Adverteyes processes this Personal Data as the data controller, only for the purposes of fulfilling its obligations under these Terms and in full compliance with applicable data protection legislation.
If Adverteyes and Client process Personal Data as separate data controllers, they must comply with all relevant data protection laws, including where applicable the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and any other applicable data protection or privacy legislation.
In case of transfer from the EEA or the UK to a country without adequate protection, the parties must ensure appropriate safeguards are in place for data transfers.
Adverteyes grants the Reseller a non-exclusive, non-transferable, and revocable license to market, distribute, and resell Adverteyes’ services within the specified Territory in the Order Form for the duration of these Terms. The Reseller has the right to resell the Service within the specified Territory on a non-exclusive basis unless otherwise agreed in writing by both parties. Any changes to the Territory or exclusivity must be agreed upon in writing.
Reseller shall not modify, reverse engineer, or create derivative works from the Service. Reseller is prohibited from sublicensing the Service to third parties without Adverteyes’ express written consent.
Adverteyes retains all intellectual property rights in the Service. The Reseller is granted a limited right to use Adverteyes’ trademarks, logos, and branding materials solely for the purpose of marketing and reselling the Service. Reseller shall use commercially reasonable efforts to market and promote the Service within the specified Territory.
Adverteyes shall provide initial training and ongoing support to the Reseller as detailed in the Order Form. Additional support services requested by the Reseller may be subject to additional fees.
Where the scope, volume, or nature of a Reseller relationship requires terms that differ from or supplement those set out in this Section 12, Adverteyes and the Reseller may negotiate and enter into a separate reseller agreement. Such custom agreement shall, to the extent of any conflict, take precedence over the provisions of this Section 12 with respect to the relevant Reseller relationship. In the absence of a custom agreement, this Section 12 shall govern.
These Terms will remain in effect for the duration specified in the applicable Order Form, and shall continue in force unless terminated in accordance with this Section 13. Adverteyes may terminate the Services upon 30 days’ prior written notice if it is discontinuing the Service for all clients.
Termination shall not affect any rights, obligations, or liabilities of either party that have accrued prior to the date of termination. The provisions of Sections 5.4 (Post-Term License), 6 (Restrictions), 7 (Warranties), 8 (Confidentiality), 9 (Disclaimer & Limitation of Liability), and 17 (Governing Law) shall survive termination or expiry of these Terms.
If the Client sends Adverteyes ideas, suggestions, or feedback relating to the Services, the AI System, or Adverteyes’ other products and services (“Feedback”), Adverteyes will have the right to freely use, reproduce, modify, and disclose such Feedback, in perpetuity, without compensation to the Client.
The Client acknowledges that Adverteyes may have similar ideas or feedback under consideration or in development, and the Client waives any claims relating to Adverteyes’ use of Feedback.
Adverteyes may reference the Client as a customer and use the Client’s name, logo, and trademarks in marketing materials, case studies, and customer success stories, provided that Adverteyes will not disparage or negatively portray the Client in any such material. The Client may revoke this right at any time by providing written notice to Adverteyes.
Separability: Each paragraph of these Terms operates separately. If any part is deemed unlawful or unenforceable, the remaining parts will remain in full force and effect.
Agency and Partnership: These Terms do not create an agency or partnership between the parties.
Governing Terms: The Terms posted on the Adverteyes website at the time the Order Form is signed will govern the relationship between the parties.
Third-Party Rights: No third party will have rights under these Terms, except for authorized resellers.
Notices: Notices must be sent by email to the address provided in the Order Form and will be deemed delivered at 9:00 AM (EST/EDT) on the first working day after emailing.
Assignment: Adverteyes may assign its rights and obligations under these Terms to another entity but will notify Client if this happens. Client may only assign its rights or obligations with Adverteyes’ written consent.
Interpretation: The words “including,” “include,” “in particular,” “for example” or similar expressions are illustrative and do not limit the preceding words.
Force Majeure: If either party is delayed or prevented from performing any act due to reasons beyond their control, such as communication system failures, labor troubles, material shortages, governmental orders, acts of God, terrorism, weather conditions, or third-party interference, performance will be excused for the period of delay.
Entire Agreement: These Terms set out the entire agreement and understanding between the parties, superseding any previous agreements related to its subject matter. Each party agrees that it has not relied on any warranties or representations other than those expressly set out in these Terms.
Counterparts: These Terms may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. These Terms are not effective until all parties have executed a counterpart.
No Waiver: No failure or delay by a party in exercising its rights or remedies will operate as a waiver unless in writing. No single or partial exercise of any right or remedy will preclude any other or further exercise of that or any other right or remedy.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.
Any dispute arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.
The seat of arbitration shall be London, and the language of the arbitration shall be English. The award rendered by the arbitrator(s) shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
Effective as of: 2 February 2026 Subscribe to our low frequency news letter to get our latests updates delivered to your inbox