ADVERTISERS TERMS AND CONDITIONS OF USE

DEFINITIONS

For the purposes of these Terms and Conditions:

"Campaign Acceptance" is the electronic confirmation made by the Client, after the generation of the final campaign summary, through which they validate its parameters and enable the automatic start and execution of the Campaign by BILLIONHANDS.

"Campaign" is the set of advertising actions generated, configured and distributed by BILLIONHANDS through AI systems, according to the information provided by the Client.

"Client" refers to the individual or legal entity (SME) that contracts BILLIONHANDS' advertising services.

"Generated Content" are the rankings, banners, creatives, audiovisuals, texts, links and other advertising materials automatically generated by BILLIONHANDS systems.

"Distribution" or "Campaign Distribution" refers to making the Generated Content publicly available on media, digital environments or advertising formats managed directly or indirectly by BILLIONHANDS within the Service framework.

"LLMs" are the large-scale language models used by BILLIONHANDS, including, among others, Gemini.

"Purchase Order" is the contractual document electronically signed by the Client before the configuration and execution of each Campaign, through which they contract BILLIONHANDS services for said Campaign and accept these Terms and Conditions.

"BILL Platform" is the digital environment operated by BILLIONHANDS that integrates chatbot, campaign configurator, generative AI systems and monitoring panels.

"Final Campaign Summary" is the screen generated by the Platform, once the campaign configuration process through the chatbot is completed, which collects in a structured way the essential parameters of said campaign and whose acceptance by the Client constitutes the Campaign Acceptance.

"Service" refers, jointly, to the services of creation, configuration, execution, distribution and monitoring of automated advertising campaigns through artificial intelligence provided by BILLIONHANDS through the Platform.

"AI System" or "AI" refers to the artificial intelligence systems used by BILLIONHANDS for the provision of the Service, including content generation systems, advertising automation and large-scale language models (LLMs), according to the definition of the EU Artificial Intelligence Regulation.

"Third Party Media" are platforms, websites, applications or digital environments external to BILLIONHANDS where, within the Service framework, Generated Content may be distributed, without BILLIONHANDS guaranteeing their permanent availability or the traffic or audience derived from them.

PLATFORM ACCESS AND USE CONDITIONS

1. These Conditions regulate the access and use by the Client of the creation, management, distribution and monitoring services of automated advertising campaigns through artificial intelligence provided by BILLIONHANDS, through the Platform.
2. These Conditions will apply to all campaigns activated by the Client through the electronic acceptance of the final campaign summary generated by the Platform, as well as the Purchase Order accepted during the electronic contracting process. The activation of a campaign implies the express and unreserved acceptance of these Terms and Conditions by the Client.
3. The services regulated in these Terms and Conditions are exclusively directed to professionals and companies. The use of the Platform and the contracting of services by final consumers is not permitted.
4. The legally binding version of these Terms and Conditions is the one drafted in Spanish. In case of translation, the Spanish version will prevail.

CONTRACTING AND CAMPAIGN ACTIVATION PROCESS

1. The contracting of the Services is formalized through the electronic signature of a Purchase Order, issued prior to the start of the Campaign and linked to its configuration process through the Platform's chatbot.
   
   The Purchase Order expressly incorporates or links these Terms and Conditions, as well as the rest of the applicable contractual documentation. The signing of the Purchase Order implies that the Client:
   • declares having read, understood and fully accepted these Terms and Conditions;
   • agrees to be legally bound by them; and
   • recognizes the full legal validity of electronic contracting, with the same effects as a handwritten signature.
   The Purchase Order will be considered a binding contract between the parties and will enable the automatic start of the campaign.


2. The contracting process is carried out entirely through the interactive chatbot, which proactively guides the Client in defining objectives, budget, deadlines and Campaign characteristics.
3. Only once all information requirements are completed, the Platform will propose creatives and rankings, generate estimates of expected results and prepare a final Campaign summary.

SERVICE NATURE

1. For the purposes of Regulation (EU) 2024/1689 of the European Parliament and of the Council of June 13, 2024, laying down harmonised rules on artificial intelligence ("AIR"), the Parties recognize that, in general:
   • BILLIONHANDS acts as Provider of the AI system "BILL Platform" insofar as it develops and makes available to the Client functionalities for generating creatives, rankings and banners.
   • The Client acts as responsible for the deployment of the AI system, in their capacity as a professional user who uses it within the framework of their commercial activity, by configuring and activating campaigns and determining their purpose and parameters.
2. The Service offered by BILLIONHANDS through the Platform is exclusively intended for the field of advertising and marketing, being limited to the creation, management, distribution and monitoring of automated advertising campaigns. Consequently, it is not intended for any of the high-risk use cases of Annex III of the AIR.
3. The Client undertakes not to use the Platform, either directly or indirectly, for purposes other than the creation, management, distribution and monitoring of automated advertising campaigns. In particular, the Client undertakes not to use the Platform for purposes that (i) fit or may fit into any of the high-risk cases of Annex III of the AIR, or (ii) may constitute practices prohibited by the AI Regulation. Failure to comply with the above obligations will entitle BILLIONHANDS to suspend or restrict the Client's access to the Platform.
4. The Client undertakes to ensure that the personnel using the Platform have a reasonable level of artificial intelligence literacy appropriate to their role.

USE OF ARTIFICIAL INTELLIGENCE SYSTEMS ON THE PLATFORM

1. The Client acknowledges and accepts that, for the provision of the Services, the Platform will use artificial intelligence systems, including an AI chatbot, and that certain interactions, processes and Generated Content are produced in an automated manner.
   
   Consequently, the Client undertakes to review, verify and validate prior to its use, publication or distribution any content generated or assisted by the Platform, fully assuming the responsibility derived from its use.
   
   BILLIONHANDS does not guarantee the accuracy, reliability, suitability or compliance with applicable regulations of the content generated by the Platform and assumes no responsibility for damages or losses that may arise from the Client's lack of review or validation.
   
   
2. The Client undertakes not to request, enter or use the Service for the generation or distribution of deceptive deepfakes, synthetic content that implies the impersonation of people, real or identifiable, without having the legal basis, authorization or required consent, nor without complying with the legally applicable information labeling or disclosure obligations.
   
   The Client assumes exclusive responsibility for obtaining, validity and sufficiency of such authorizations, as well as for compliance with applicable regulations on data protection, image rights, intellectual property and any other applicable laws.
   
   BILLIONHANDS reserves the right to block, suspend or not execute prompts, creatives or campaigns that, in its reasonable judgment, may imply a risk of deepfake, identity impersonation or regulatory breach.

CLIENT OBLIGATIONS IN RELATION TO THE USE OF ARTIFICIAL INTELLIGENCE (AI)

1. The Client understands and accepts that the creatives, rankings and other Content generated by the Platform are part of an automated advertising strategy, and do not constitute an independent study, objective audit or neutral recommendation, but rather a creative format subject to configured parameters.
2. The Client declares and guarantees that all information, materials and data provided to BILLIONHANDS within the Service framework, including, by way of illustration and not limitation, product or service benefits, prices, commercial claims, certifications, comparisons, testimonials, images, logos and associated rights, are truthful, sufficient, lawful and updated, and that their use does not infringe applicable regulations or third party rights.
   
   The Client will assume full responsibility for any misleading claims, relevant omissions or breaches of sectoral regulations resulting from the information provided.


3. Prior to Campaign Acceptance, the Client will have access to the Final Campaign Summary, which will include the creatives and essential configuration. The Client undertakes to diligently review said Summary and to refrain from accepting the campaign in case of detecting, among other cases: (i) incorrect or potentially misleading claims; (ii) regulatory or compliance risks; (iii) possible third party rights infringements; (iv) unwanted or unauthorized competitor references; (v) identity impersonation, deceptive synthetic content or deepfake risks.
4. Campaign Acceptance will imply the Client's conformity with the Final Campaign Summary content.

PLATFORM GOVERNANCE, SUPERVISION AND SAFEGUARDS

1. BILLIONHANDS may generate and preserve technical records (logs) of prompts, parameters, generation decisions and relevant outputs, for purposes of: (i) security, (ii) abuse prevention, (iii) service improvement, (iv) claims handling and regulatory compliance, for the necessary and proportionate periods.
2. If BILLIONHANDS detects a serious security incident, abuse or generation of illicit content, it may: (i) suspend the campaign, (ii) request information from the Client, (iii) adopt corrective measures. The Client undertakes to cooperate and provide reasonably necessary information.
3. BILLIONHANDS may implement filters and controls, by way of illustration and not limitation: prompt blocking, impersonation detection, exclusion lists and sensitive category restrictions. The Client accepts that these safeguards may limit certain creatives.

ADVERTISING CONTENT, RANKINGS AND CLIENT OBLIGATIONS

1. The Client acknowledges and accepts that Campaigns may include, among other formats, banners on third party media, rankings hosted on the BILLIONHANDS Website, advertiser banners integrated in rankings, native links to the Client's website, whose configuration and display may depend, totally or partially, on infrastructures and environments external to BILLIONHANDS.
   
   Consequently, BILLIONHANDS does not guarantee the continuous availability of third party media, nor the permanence of formats, nor a certain volume of traffic, audience, impressions or results, when these depend on external factors or third parties.


2. BILLIONHANDS adopts reasonable technical measures to avoid the generation of misleading content, deepfakes or illicit uses of AI.
3. Notwithstanding the above, the Client recognizes that automated and artificial intelligence systems do not allow the total elimination of errors, deviations or improper uses, and expressly assumes the obligation of supervision, review and validation of Campaigns and content before their distribution.
4. Except in cases of willful misconduct or gross negligence, BILLIONHANDS will not be responsible for the unavailability of third party media, variations in traffic or audience, or for damages derived from the use of content generated or assisted by AI that have been approved, used or distributed by the Client.

PRICES, BILLING AND PAYMENT

1. The Service price will be set based on the campaign budget selected by the Client and reflected in the Final Campaign Summary, which will have been accepted in accordance with these Terms and Conditions and, in any case, after signing the Purchase Order.
2. The contracted budget will accrue and be consumed progressively based on the Campaign execution, being understood as fully consumed once the investment of one hundred percent (100%) of the contracted amount is reached.
3. Unless expressly stated otherwise, the amounts corresponding to the Campaign must be paid prior to its start and will not be refundable once Campaign execution has begun, without prejudice to the rights that may correspond to the Client in case of breach attributable to BILLIONHANDS.

CAMPAIGN MODIFICATION OR SUSPENSION

1. Unless BILLIONHANDS expressly enables additional functionalities, the Client may not modify, pause or alter campaigns once their execution has begun.
2. BILLIONHANDS reserves the right to suspend totally or partially, and if applicable not to start, any Campaign that, in its reasonable judgment, violates applicable regulations, these Terms and Conditions or poses a legal, regulatory or reputational risk, without this generating a right to compensation other than that expressly provided in the contract.

INTELLECTUAL PROPERTY

1. BILLIONHANDS owns the Platform and all elements that integrate it, including, by way of illustration and not limitation, systems, artificial intelligence models, prompts, algorithms, structures, workflows and generation logic, as well as improvements, updates and developments derived from them.
   
   Nothing provided in these Conditions will be interpreted as an assignment of intellectual or industrial property rights over said elements in favor of the Client.


2. BILLIONHANDS grants the Client a non-exclusive, limited, non-transferable and revocable license of use, strictly limited to the execution and validity of the contracted Campaign, for the use of the Generated Content under the terms provided in the Final Campaign Summary and in these Terms and Conditions.
   
   Once the Campaign is finished, the Client will cease any use of the Generated Content, unless expressly agreed otherwise in writing.


3. The Client declares and guarantees that all materials, distinctive signs, trademarks, texts, images, URLs or other content that they provide to BILLIONHANDS for the provision of the Service are their property or have the necessary rights, licenses or authorizations, and that their use does not infringe third party rights or applicable regulations.
   
   The Client will fully indemnify BILLIONHANDS against any claim, action, damage, cost or expense, including professional fees, that may arise from the breach of this guarantee.

ADVERTISING AND REGULATORY COMPLIANCE

1. The Client declares and assumes that they will be solely responsible, towards BILLIONHANDS and towards third parties, for:
   • the lawfulness of the products or services subject to advertising and their commercialization;
   • the truthfulness, accuracy and sufficiency of the information, data and claims provided in relation to said products or services; and
   • compliance with applicable sectoral and advertising regulations, including, by way of illustration, legislation on advertising, consumer protection, unfair competition and any codes of conduct or self-regulation that are applicable.
2. BILLIONHANDS will not be responsible, in any case, for:
   • claims, sanctions or liabilities derived from the content, nature or activity of the Client's business;
   • assessments, perceptions or interpretations made by third parties in relation to rankings, positioning or advertising formats generated within the Campaign framework; nor
   • erroneous interpretations, unfulfilled expectations or conclusions drawn by third parties from the Generated Content, provided that BILLIONHANDS has acted in accordance with the parameters accepted by the Client and applicable regulations.

PERSONAL DATA PROCESSING

1. At Billionhands we take the processing of your personal information very seriously. Please consult our Privacy Policy and our Cookie Policy to learn more details about how we process your personal data.

CONFIDENTIALITY

1. BILLIONHANDS undertakes to keep maximum reserve and secrecy about the information that the Client provides in the execution of services, to which it has had access and/or of which it has knowledge on the occasion of the fulfillment of the services contracted by the Client. Any data to which BILLIONHANDS has access by virtue of its contractual relationship with the Client, during and after its execution, will be considered Confidential Information. BILLIONHANDS undertakes not to disclose said Confidential Information, as well as not to publicize it, or in any other way, either directly or through third parties or companies, make it available, make it accessible or transfer it to third parties without the prior written consent of the Client.
2. Specifically, BILLIONHANDS may not reveal, reproduce or copy to any third party the Confidential Information, this being for exclusive use for the advertising campaigns of (i) the Client's clients or (ii) the Client.
3. Access to said Confidential Information will be restricted and limited to those BILLIONHANDS employees who need to know it to be able to comply with the services contracted by the Client through purchase orders or other means or forms. BILLIONHANDS must warn these employees of said duty of confidentiality and secrecy.
4. To this end, BILLIONHANDS will inform, make as many warnings and sign as many documents as necessary with its personnel, collaborators and subcontractors in order to ensure compliance with the obligations established in this clause on confidentiality, and assuming the consequences and responsibilities that derive from possible non-compliance.
5. BILLIONHANDS undertakes, after the termination of the contractual relationship, not to keep any copy of the Confidential Information.
6. The confidentiality obligations established here have an indefinite duration, remaining in force after the termination, for any reason, of the relationship between the Client and BILLIONHANDS.
7. Information owned by one of the Parties that is in the public domain and has been obtained from a legitimate source, the latter being able to be proven documentarily or that has been revealed by the owning party to the other prior to the start of the contractual relationship between the parties, will not be considered Confidential Information.

WARRANTIES AND LIMITATION OF LIABILITY

1. BILLIONHANDS declares that it will provide the Service in accordance with these Terms and Conditions and applicable regulations, although the Client recognizes and accepts that the Platform and the Service are made available "as is", according to their functionalities, technical limitations and state of development at each moment.
2. Consequently, except for express warranty established in these Terms and Conditions, BILLIONHANDS does not grant implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability, absence of errors or specific results, nor does it guarantee the Service's compatibility with systems, platforms or particular expectations of the Client.
3. The Client recognizes and accepts that they are solely responsible for the diligent, complete and prior review of the campaign Summary provided by BILLIONHANDS, as well as for the final decision to accept or execute said campaign.
   
   Consequently, BILLIONHANDS will be fully exonerated from any liability, claim, sanction, damage, loss, cost or contingency that is caused, directly or indirectly, by the Client's acceptance of the campaign without having detected or attended to, among other possible cases: (i) the existence of incorrect, inaccurate or potentially misleading claims; (ii) regulatory, legal or applicable regulatory compliance risks; (iii) possible infringements of third party rights, including intellectual, industrial, image or any other nature property rights; (iv) allusions, comparisons or references to competitors that are unwanted, unauthorized or contrary to applicable regulations; and/or (v) risks associated with identity impersonation, use of deceptive synthetic content, deepfake technologies or other similar practices.
   
   The express or tacit acceptance of the campaign by the Client will imply, in any case, confirmation that they have carried out said review and that they fully assume the risks derived from its content, releasing BILLIONHANDS from any liability in this regard.


4. Likewise, BILLIONHANDS does not guarantee specific commercial, economic or positioning results, given the automated, probabilistic and evolving nature of the Service.
5. Except in case of willful misconduct or gross negligence, the total, joint and accumulated liability of BILLIONHANDS towards the Client, for any concept and cause derived from the Service, the Platform or a specific Campaign, will be limited to the amount actually paid by the Client in relation to the Campaign that gave rise to the claim.
6. In no case will BILLIONHANDS be responsible for indirect damages, loss of profits, loss of opportunity, reputational damage or any consequential damages, to the extent permitted by applicable regulations.

TERMINATION

1. BILLIONHANDS may immediately terminate the contractual relationship and/or the corresponding Purchase Order, by notification to the Client, in any of the following cases:
   • serious breach by the Client of these Terms and Conditions or the Purchase Order;
   • illicit, fraudulent or unauthorized use of the Service or the Platform; or
   • concurrence of a legal, regulatory or reputational risk that, in BILLIONHANDS' reasonable judgment, makes the continuity of the Campaign or Service unfeasible or inadvisable.
2. The termination will not give the Client the right to any compensation, without prejudice to the obligations that, by their nature, must survive after the termination of the contract.

APPLICABLE LAW AND JURISDICTION

1. These Terms and Conditions and the access and use of the Website are governed by Spanish law.
2. The Parties agree that any controversy, litigation or claim that may arise from these Terms and Conditions, the Purchase Order, the Service or the access and use of the Platform, will be submitted, with express waiver of any other jurisdiction that may correspond to them, to the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid, to the extent permitted by applicable law.