These Terms of Service ("Terms") govern your access to and use of creative production services, consulting, digital platforms, and related services ("Services") offered by 16780539 Canada Inc. d/b/a Rez Media ("Agency"). These Terms apply to all visitors, users, and Clients unless superseded by a fully executed Creative Production Services Agreement or Creative Strategist Services Agreement ("Service Agreement"). In all cases of conflict, the Service Agreement controls.
By accessing or using the Services, you acknowledge and agree to these Terms. If you do not agree, stop using the Services immediately.
1. Definitions & Interpretation
1.1 "Services" means all creative production, strategy consulting, ad intelligence research, creator management, video editing, static design, and related services provided by Agency.
1.2 "Content" means all materials provided by Agency including Brand Intelligence Blueprints, Ad Intel Reports, creative briefs, frameworks, templates, SOPs, strategic methodologies, and proprietary systems.
1.3 "Client" means any individual or entity accessing or using the Services.
1.4 "Platform" means online systems used to deliver the Services, including Slack, Notion, Loom, and other third-party software.
1.5 "Service Agreement" means the Creative Production Services Agreement or Creative Strategist Services Agreement executed or electronically accepted by Client.
1.6 "Agency Materials" means all Content, intellectual property, confidential information, creative assets, strategic frameworks, and deliverables.
1.7 "Creative Assets" means all video ads, static ads, hooks, concepts, scripts, and other advertising content produced under the Service Agreement.
Headings are for convenience only and do not limit interpretation.
2. Governing Agreement & Legal Hierarchy
2.1 Service Agreement Controls
If you are engaged under a Service Agreement, that agreement controls and overrides:
These Terms
Website language
Sales call explanations
Verbal or written representations made by staff or contractors
Any prior communications or proposals
2.2 No Reliance on Prior Statements
Client acknowledges that they are not relying on any prior statements, representations, promises, performance claims, ROAS projections, or explanations outside the Service Agreement and these Terms.
2.3 Acceptance
By using the Services or submitting payment, you confirm that you:
Are at least 18 years old
Have legal capacity to enter an agreement
Agree to all governing policies
Understand that electronic acceptance constitutes a binding signature
3. Intellectual Property Rights
3.1 Agency Ownership
All Agency Materials, including strategic frameworks, SOPs, methodologies, creative testing systems, and proprietary processes are exclusively owned by Agency and protected by copyright, trademark, and trade secret laws.
3.2 Client Ownership of Creative Assets
Client owns all rights to Creative Assets produced specifically for Client under the Service Agreement, subject to full payment of all fees.
3.3 License to Agency Materials
Clients receive a limited, revocable, non-transferable license to use Agency Materials solely for their internal business operations during the term of the Service Agreement.
You may not:
Reproduce, sell, or redistribute Agency Materials
Create derivative works or competing services
Share strategic frameworks or methodologies with third parties
Use Agency Materials after termination
Reverse engineer proprietary systems or processes
3.4 Creator Rights & Whitelisting
Where creators are used, Agency manages all creator relationships and whitelisting permissions. Client receives usage rights as specified in the Service Agreement. Unauthorized use of creator content outside approved channels is prohibited.
3.5 Injunctive Relief
Unauthorized use constitutes irreparable harm entitling Agency to injunctive relief without posting bond.
4. Services, Availability & Client Responsibilities
4.1 Service Delivery
Agency will deliver Services according to the timeline and scope defined in the Service Agreement. Timelines are estimates and may vary based on creator availability, revision cycles, and project complexity.
4.2 No Guarantee of Performance Results
Agency does not guarantee specific ROAS, CPA, conversion rates, revenue increases, or advertising performance outcomes. Results depend on factors including but not limited to:
Offer quality and market fit
Ad spend allocation and account health
Audience targeting and platform algorithms
Seasonal factors and competitive landscape
Client's fulfillment and customer experience
Landing page and funnel optimization
4.3 Client Responsibilities
Client is solely responsible for:
Providing timely feedback on creative concepts and revisions
Attending scheduled strategy calls
Supplying necessary brand assets, product information, and access
Managing Meta ad account and advertising spend
Maintaining compliance with Meta policies and advertising regulations
Implementing recommended testing frameworks and strategies
Providing accurate performance data for analysis
Failure to participate does not excuse payment obligations or extend guarantee periods.
4.4 Revision Limits
Unless otherwise specified in the Service Agreement, revisions are limited to alignment with approved strategic direction. Agency reserves the right to limit revisions to a maximum of two (2) internal iterations per creative asset to maintain production efficiency.
4.5 Conduct Requirements
Client must not:
Harass, threaten, or abuse Agency staff, contractors, or creators
Make unreasonable demands outside the scope of the Service Agreement
Disrupt scheduled calls or project workflows
Share confidential information about Agency operations or other clients
Agency may terminate access without refund for any violation.
4.6 SMS/Text Message Communications
Consent Requirement:
By voluntarily providing your mobile phone number and opting in (where an opt-in mechanism is provided), you expressly consent to receive text messages from Agency. Consent to SMS is completely optional. Opting in to SMS is not a condition of purchase, service enrollment, or use of Agency Services. You may access all Services without providing SMS consent.
Types of Messages You May Receive:
Transactional: Appointment reminders, project updates, delivery confirmations, billing notifications, account alerts
Marketing: Agency news, educational content, promotional offers (requires separate opt-in)
Message Frequency:
Transactional messages: Approximately 2-8 messages per month depending on service activity. Marketing messages: Up to 4 messages per month. Message frequency varies and is not guaranteed.
Message & Data Rates:
Standard message and data rates may apply. You are responsible for all charges from your mobile carrier. Agency does not charge for SMS messages but your carrier may count messages toward your plan limits or charge per-message fees. Consult your carrier for details.
Opt-Out Rights:
You may opt out at any time without penalty by:
Texting STOP to any message
Emailing [email protected]
Contacting Agency directly
Opting out stops future messages but does not affect your Service Agreement or ability to receive Services through other communication methods (email, calls, platform notifications).
No Mandatory Checkboxes:
If Agency provides an SMS opt-in checkbox during signup or onboarding, checking this box is optional and not required to complete registration, make a purchase, or access Services. Unchecking or declining SMS consent will not impact service delivery—you will simply receive communications via email and other channels instead.
Service Limitations:
SMS is not monitored 24/7 and should not be used for urgent matters
Messages may be delayed or undelivered due to carrier or network issues
Agency is not liable for technical failures, message delays, or carrier charges
Client must maintain accurate mobile number information and notify Agency of changes
5. Confidentiality & Non-Disclosure
5.1 Confidential Information
Both parties acknowledge that they may receive confidential information including but not limited to:
Strategic frameworks and methodologies
Performance data and analytics
Creator databases and relationships
Client lists and prospect information
Proprietary systems and processes
Financial information and business metrics
5.2 Obligations
Each party agrees to:
Maintain strict confidentiality of all confidential information
Use confidential information only for purposes of the Service Agreement
Not disclose confidential information to third parties without written consent
Return or destroy confidential information upon termination
5.3 Survival
Confidentiality obligations survive termination indefinitely.
6. Payment Terms, Guarantees & Refunds
6.1 Payment Authorization
Client authorizes Agency and its payment processors to charge the payment method for all fees due under the Service Agreement.
6.2 100-Day Performance Guarantee
If specified in the Service Agreement, the following applies:
Client does not pay unless Agency produces winning ads within 100 days
"Winning ads" are defined according to performance criteria in the Service Agreement
Guarantee applies only if Client fulfills all responsibilities under Section 4.3
Guarantee does not apply if Client fails to allocate adequate ad spend for testing
Guarantee is void if Client terminates early or fails to attend strategy calls
6.3 Monthly Satisfaction Guarantee
If specified in the Service Agreement:
Client may request cancellation if unsatisfied with service quality
Agency will either continue service for free for one additional month or provide a refund for that month's fees
Request must be made before the next billing cycle
Does not apply to performance results, only service delivery quality
6.4 Refund Conditions
Any refunds are subject to:
Client completing all requested feedback and communication
No material breach of the Service Agreement by Client
Return of all Agency Materials and cessation of use
Agency's sole determination of eligibility under guarantee terms
6.5 No Chargebacks
Client agrees not to initiate chargebacks or payment reversals except where required by law.
Unauthorized chargebacks constitute a material breach and may result in:
Immediate termination of access
$500 CAD administrative fee
Recovery of processor fees, legal fees, and actual damages
Disclosure of service logs and evidence to financial institutions
7. Professional Services Disclaimer
7.1 Strategic Guidance Only
Agency provides creative strategy and production services. Nothing constitutes:
Legal advice regarding advertising compliance
Financial or investment advice
Tax or accounting services
Guarantee of specific business outcomes
Client must consult their own professionals for legal, financial, and tax matters.
7.2 Advertising Compliance
Client is solely responsible for ensuring all advertising, claims, and marketing practices comply with:
FTC regulations and endorsement guidelines (for U.S. clients)
Meta advertising policies and community standards
Industry-specific regulations (health, wellness, beauty, etc.)
TCPA, CAN-SPAM, CASL, GDPR, PIPEDA, and other applicable laws
Competition Act and Consumer Protection regulations in applicable jurisdictions
Agency is not responsible for Client's compliance failures.
8. Indemnification
Client will indemnify, defend, and hold Agency harmless from all claims, damages, losses, liabilities, and legal fees arising from:
Client's use or misuse of Services or Creative Assets
Client's advertising claims, practices, or compliance failures
FTC, Meta, or other regulatory violations committed by Client
Claims brought by Client's customers regarding products or services
Breach of these Terms or the Service Agreement
Unauthorized use of creator content or intellectual property
9. Limitation of Liability
To the fullest extent permitted by law:
Agency is not liable for indirect, incidental, consequential, punitive, exemplary, or special damages
Agency's total liability is limited to fees paid under the Service Agreement in the 12 months prior to the claim
Agency is not liable for platform outages, Meta policy changes, algorithm updates, creator unavailability, lost profits, lost ad spend, reputational harm, or economic loss
Agency is not liable for performance results or advertising outcomes
10. Non-Solicitation & Non-Compete
10.1 Creator Relationships
Client agrees not to, during the term and for 24 months after termination:
Directly contact, hire, or engage any creators introduced by Agency
Solicit or attempt to establish direct relationships with Agency creators
Use creator contact information for purposes outside the Service Agreement
10.2 Agency Staff & Contractors
Client agrees not to, during the term and for 12 months after termination:
Solicit, recruit, or hire any Agency employees or contractors
Encourage Agency staff to leave their positions
Interfere with Agency business relationships
Violation results in liquidated damages of $25,000 CAD per individual solicited, plus actual damages and attorney fees.
11. Non-Disparagement
Client agrees not to publish or communicate false, misleading, or defamatory statements about Agency, its staff, programs, services, or other clients. This includes online reviews, social media posts, public forums, or private groups. This obligation survives termination indefinitely.
Honest feedback provided directly to Agency or in response to legal proceedings is not prohibited.
12. Termination
12.1 Termination by Agency
Agency may suspend or terminate access immediately if Client:
Violates these Terms or the Service Agreement
Misses payments or disputes charges without valid basis
Abuses or harasses staff, contractors, or creators
Uses Agency Materials outside the permitted license
Violates confidentiality or non-solicitation provisions
12.2 Effect of Termination
Upon termination, Client must:
Cease all use of Agency Materials immediately
Return or destroy all confidential information
Pay all outstanding fees and costs
Fulfill all surviving obligations including confidentiality and non-solicitation
13. Modifications
Agency may update these Terms at any time. Updates become effective upon posting to the Agency website. Continued use constitutes acceptance. Material changes will be communicated to active Clients.
14. Assignment
Client may not assign rights or obligations without written consent. Agency may assign its rights to successors, acquirers, or affiliated entities.
15. Severability & Waiver
If any provision is found unenforceable, the remainder shall continue in effect.
Failure to enforce any right does not waive future enforcement.
16. Governing Law & Dispute Resolution
16.1 Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
16.2 Dispute Resolution
All disputes shall be resolved exclusively through binding arbitration in York Region, Ontario, Canada, administered under the Arbitration Act, 1991 (Ontario) and the rules of the ADR Institute of Canada.
16.3 Waiver
Class actions, collective actions, and jury trials are waived to the maximum extent permitted by law. Each party may only bring claims in an individual capacity.
17. Entire Agreement
These Terms, together with the Service Agreement and any incorporated policies, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
Agency Information:
16780539 Canada Inc. d/b/a Rez Media
1110 Warby Trail
Newmarket, Ontario L3X 3H7
Canada
Email: [email protected]
Website: https://rezmedia.io/