Terms of Service

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1. Acceptance of Terms

By accessing or using the Services, you confirm that you have the legal authority to enter into this Agreement on behalf of yourself or the organization you represent. If you do not agree to these terms, you must not use the Services.
 

2. Services

Refinex Media Inc. offers advertising and marketing services, including but not limited to:

• Advertising campaigns

• Creative content development

• Digital marketing (social media, programmatic, etc.)

• Media buying and planning

• Website and Application Development 

The scope and details of each project will be outlined in a separate written agreement, insertion order, or proposal ("Project Agreement").
 

3. Client Obligations

To ensure the success of the services, the client agrees to:

• Provide accurate and complete information as required for the performance of services.

• Review and approve all requests and materials within a reasonable timeframe.

• Provide necessary technical resources to install tracking scripts or any other updates needed to client website or accounts in connection with services.

• Promptly communicate any changes or additional requests to the scope of the project.
   

4. Payment Terms

Unless otherwise specified in the Project Agreement:

• Payment terms will be outlined in the invoice provided.

• All payments are due upon receipt, unless otherwise stated.

• Delays in payment may result in the suspension of services and additional late payment fees at our discretion. Unpaid invoices and any outstanding payments will need to be promptly paid in order to reinstate services. 

 

5. Client Onboarding and Going Live Timeline

Unless otherwise specified in the Project Agreement:

• All campaigns are subject to a minimum of 4 weeks of onboarding and setup time prior to going live. 

• The minimum 4 week onboarding period can be longer based on individual campaign requirements and client responsiveness. 

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6. Advertising Placement

Refinex Media Inc. will make all reasonable efforts to secure optimal advertising placements for the client based on the agreed-upon media plan. However, the following terms apply to advertising placements:

6.1 Placement Guarantee

• While we strive to fulfill all media placements as outlined in the Project Agreement, Refinex Media Inc. cannot always guarantee specific ad placements, or results.

• While we strive to utilize the campaign budget during the Project Agreement term, the delivery period for ads may be extended or shortened until fully utilized due to various factors such as delays in beginning the campaign, creative or technical challenges, availability of suitable inventory among many other possible causes.

• Placement on third-party platforms (e.g., social media sites, search engines, or publisher websites) is subject to availability, platform policies, and audience reach at the time of the campaign.

6.2 Platform Policies

• The client acknowledges that ad placements are subject to the advertising guidelines and terms of service of each platform (e.g., Google, Facebook, etc.). Refinex Media Inc. is not responsible for the refusal or delay in the approval of ads by third-party platforms.

• Should any platform reject an ad for reasons outside of our control, we will work with the client to revise the ad or strategy, but no refunds or credits will be issued for rejected ads unless agreed otherwise.

6.3 Ad Performance

• Advertising performance (click-through rates, conversions, impressions, etc.) is influenced by various factors, including market conditions, client offerings, audience behavior, and changes in platform algorithms. Refinex Media Inc. does not guarantee specific results or returns on investment from ad campaigns.

• Ongoing campaign adjustments may be necessary to optimize performance, and Refinex Media Inc. will communicate and collaborate with the client regarding such changes.

6.4 Placement Adjustments​

• Any additional costs resulting from changes to placement, timing, or format must be pre-approved by the client in writing.

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7. Advertising Creative and Content

7.1 Compliance with Laws and Guidelines

• All advertising content, including but not limited to text, images, videos, logos, and other creative assets ("Creative"), provided or approved by the client must comply with all applicable laws, regulations, and industry standards. This includes, but is not limited to, laws related to:

  • Intellectual property

  • Truth in advertising

  • Consumer protection

  • Data privacy

  • Marketing disclosures (e.g., endorsements and testimonials)

• The client assumes full responsibility for ensuring that all Creative provided to Refinex Media Inc. adheres to these laws and guidelines. If any content is found to be non-compliant, Refinex Media Inc. reserves the right to pause or terminate the campaign until such content is revised.

7.2 License to Use Creative

• While Refinex Media Inc. may create content for the client as part of its services, such content shall remain the property of the client upon full payment. However, Refinex Media Inc. retains a non-exclusive, royalty-free license to use any completed Creative or final deliverables for promotional purposes, including portfolio use, unless otherwise agreed in writing by both parties.

7.3 Third-Party Content

• If the advertising campaign includes the use of third-party content (e.g., stock images, email lists, licensed videos, music), the client is responsible for obtaining all necessary licenses and permissions for the use of such content, unless otherwise agreed upon with Refinex Media Inc.. Refinex Media Inc. will not be held liable for any claims or disputes arising from the unauthorized use of third-party content.

7.4 Revisions and Approvals

• The client will be given the opportunity to review and approve all Creative before publication. The client is responsible for ensuring that any requested and reasonable revisions are communicated clearly and promptly. Once Creative has been approved, Refinex Media Inc. is not liable for any subsequent errors or legal issues.

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8. Adherence to Privacy Laws

The client agrees to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant laws governing the collection, use, and storage of personal data.

8.1 Client Responsibility

• The client is responsible for ensuring that all data provided for advertising purposes (e.g., customer lists, user data) has been collected and shared in compliance with applicable privacy laws. The client must obtain any necessary consents from individuals whose data is being used for advertising.

8.2 Agency Compliance

• Refinex Media Inc. will handle any personal data collected during the course of providing services in accordance with applicable privacy laws and the client’s data handling requirements. Personal data will not be used for any purposes other than those outlined in the Project Agreement or required by law.

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9. Third-Party Service Providers

From time to time, Refinex Media Inc. may engage third-party partners, businesses, agencies, contractors and freelancers to assist in the fulfillment of certain services under this Agreement. The use of such third parties will be at Refinex Media's discretion.

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10. Intellectual Property

All intellectual property rights, including copyrights, trademarks, and trade secrets, created during the course of providing services shall remain the property of Refinex Media Inc. unless otherwise agreed in writing. Upon full payment of all fees, the client will receive a license to use the final deliverables.
 

11. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the course of the project. This includes, but is not limited to, reports, marketing strategies, financial information, and client lists. Confidentiality obligations will survive the termination of this Agreement.
 

12. Termination

Either party may terminate this Agreement by providing sixty days written notice, unless otherwise specified in the Project Agreement. Upon termination:

• The client will pay for all services rendered up to the date of termination.

• Refinex Media Inc. will provide any completed or partially completed work at the time of termination.
   

13. Warranties and Disclaimers

Refinex Media Inc. provides its services on an "as is" basis and makes no guarantees or warranties, express or implied, regarding the effectiveness or results of any advertising campaign. We are not responsible for any loss or damages arising from:

• Client's failure to adhere to advertising guidelines or laws.

• Unforeseen changes in advertising platforms' policies or algorithms.
   

14. Limitation of Liability

In no event shall Refinex Media Inc. be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use our services, even if advised of the possibility of such damages. Our total liability for all claims shall not exceed the total fees paid by the client for the services provided.
 

15. Indemnification

The client agrees to indemnify, defend, and hold harmless Refinex Media Inc. and its affiliates from any and all claims, liabilities, damages, losses, and expenses (including attorney's fees) arising out of:

• Client's breach of this Agreement.

• Client's violation of any law, regulation, or third-party rights.
   

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of Ontario, excluding its conflict of laws principles, and the parties irrevocably submit to the exclusive jurisdiction of the courts in the Province of Ontario, Canada.

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17. Changes to Terms

We reserve the right to modify or update these Terms of Service at any time. Any changes will be posted on our website and will become effective immediately upon posting. Your continued use of our Services following such changes constitutes acceptance of the revised terms.​

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17. Force Majeure
Neither party shall be liable for any failure or delay in performance under this agreement, (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party’s reasonable control and occurring without its fault or negligence, including without limitation.

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18. Severability 

Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

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19. Entire Agreement

This Agreement, along with any applicable Insertion Order or Project Agreement, constitutes the entire understanding between the client and Refinex Media Inc. with respect to the services provided.