Legal

Terms & Conditions

Table of Sections

1. Agreement to Terms

These Terms and Conditions, together with any policies, notices, guidelines, order forms, invoices, checkout acknowledgements, service descriptions, submission requirements, or other documents expressly incorporated herein by reference (collectively, this "Agreement"), constitute a legally binding agreement between you, whether personally or on behalf of any corporation, partnership, business, organization, principal, client, employer, or other legal or natural person for whom you are acting ("Client," "you," or "your"), and MXNN Media, operated by independent individuals located in Toronto, Ontario, Canada, together with their affiliates, contractors, representatives, successors, and assigns, where applicable (collectively, the "Company," "we," "us," or "our").

By accessing our website, communicating with us for the purpose of obtaining Services, purchasing any Services, paying any invoice, submitting any Content, requesting any work, approving any draft, or otherwise using any part of the Services, you irrevocably acknowledge and agree that: (a) you have read and understood this Agreement in its entirety; (b) you accept and agree to be legally bound by it; (c) you have full legal capacity, authority, and power to enter into this Agreement on your own behalf and, where applicable, on behalf of any entity or principal for whom you act; and (d) this Agreement shall be enforceable against you to the same extent as if physically signed by you in writing.

If you do not agree to every provision of this Agreement, you must not access, purchase, or use the Services, and you must immediately discontinue all use of the Services.

The Services are offered only to persons who are at least eighteen (18) years of age and who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you satisfy these requirements.

2. Definitions and Interpretation

For purposes of this Agreement, the following terms shall have the meanings set out below:

"Services" means all services, work, deliverables, processes, and activities offered, sold, performed, or facilitated by the Company, including without limitation press release writing, press release review, editing, formatting, compliance screening, distribution facilitation, routing, syndication coordination, media-related submission handling, revision workflows, publication support, consulting, and any related or ancillary service.

"Content" means any text, copy, statements, claims, representations, names, biographies, descriptions, images, logos, trademarks, links, attachments, documents, drafts, media files, and any other materials submitted by you to the Company, or approved by you for use by the Company, in connection with the Services.

"Processing" means any work, effort, service activity, internal handling, or resource allocation performed by or on behalf of the Company in connection with a Client order or request, including without limitation: (a) drafting or writing of a press release or related text by the Company; (b) reviewing, proofreading, revising, editing, or formatting a Client-written release or other Client-submitted Content; (c) preparing Content for distribution, publication, or routing; (d) internal compliance review, content screening, workflow review, or approval handling; (e) communication with the Client regarding revisions, approvals, or service status; and (f) allocation of personnel, contractor time, software systems, distribution infrastructure, or operational capacity.

"Distribution Networks" means any third-party publishers, press release networks, syndication platforms, media partners, aggregators, websites, outlets, channels, service providers, or other third parties through which Content may be submitted, routed, distributed, published, displayed, or otherwise made available.

"Placement" means any publication, appearance, listing, posting, indexing, syndication, distribution event, or other display of Content on or through any third-party site, platform, network, or outlet.

"Client Materials" means all Content and all other data, information, instructions, submissions, approvals, messages, documents, and materials supplied by or on behalf of the Client.

Unless the context otherwise requires, words in the singular include the plural and vice versa. Headings are included for convenience only and shall not affect interpretation. The words "including," "include," and "includes" shall be deemed to be followed by the words "without limitation." Any ambiguity in this Agreement shall not be construed against the Company on the basis of authorship or drafting.

3. Nature, Scope, and Limitations of the Services

The Company provides process-based media and distribution-related services. The Company facilitates drafting, review, preparation, and submission-related workflows in connection with press and distribution opportunities. The Company does not and shall not be deemed to provide guaranteed publication, guaranteed publicity, guaranteed editorial acceptance, guaranteed traffic, guaranteed rankings, guaranteed business growth, guaranteed coverage, or guaranteed results of any kind.

The Client expressly acknowledges and agrees that the Services are process-based, effort-based, and infrastructure-based, and are not result-based. The Company sells access to work, handling, review, writing, preparation, routing support, and distribution-related processes. The Company does not sell guaranteed outcomes.

The Company is not, and shall not be deemed to be: (a) a news organization; (b) a publisher of record; (c) a newspaper, magazine, or editorial board; (d) a guarantor of publication outcomes; (e) an independent verifier of Client claims; (f) an agent of any media outlet; or (g) responsible for the editorial, technical, commercial, legal, algorithmic, or discretionary decisions of any third party.

Without limiting the foregoing, the Company makes no representation, warranty, covenant, promise, guarantee, or assurance whatsoever regarding: (i) publication on any specific outlet, domain, network, or publication; (ii) publication on any outlet at all; (iii) the number of Placements, if any; (iv) the timing of any Placement; (v) the duration, permanence, or continued availability of any Placement; (vi) the quality, visibility, prominence, audience, authority, or effect of any Placement; (vii) any SEO, AEO, indexing, ranking, authority, traffic, lead generation, conversion, or business outcome; or (viii) the absence of rejection, removal, suppression, modification, delay, deindexing, or other adverse treatment by any third party.

The Client further acknowledges that media and distribution outcomes are inherently uncertain, variable, and dependent on numerous factors beyond the Company's control, including third-party policies, editorial discretion, platform changes, technical changes, legal concerns, content standards, and market conditions. The Client accepts that lack of publication, lack of distribution, variation in results, or complete absence of Placements shall not constitute non-performance, failure of consideration, breach, negligence, misrepresentation, or grounds for refund.

4. Service Commencement, Processing, Performance, and Fulfillment

Services shall be deemed to commence immediately upon the earliest of: (a) payment by the Client; (b) submission of Content or instructions by the Client; (c) written or verbal authorization by the Client to begin work; (d) issuance of an invoice followed by confirmation or direction to proceed; or (e) initiation of any Processing activity by the Company.

The Client expressly agrees that Processing itself constitutes performance of the Services. Because the Services involve professional time, review, drafting, handling, workflow allocation, and infrastructure use, the Company's work begins before and irrespective of any eventual third-party publication outcome.

For avoidance of doubt, the Services shall be deemed validly performed, substantially performed, and fully fulfilled upon the earliest occurrence of any one or more of the following: (i) the Company drafts, writes, or rewrites any release or related copy; (ii) the Company reviews, edits, formats, comments on, or revises any Client-submitted release; (iii) the Company performs any internal review, preparation, compliance handling, workflow handling, or service allocation; (iv) the Company allocates personnel, contractor time, internal resources, or systems to the Client matter; or (v) the Company prepares, routes, or submits any Content for possible dissemination through any Distribution Network.

The Client acknowledges that fulfillment does not require successful publication, visible publication, publication on any desired outlet, or any minimum number of Placements. Fulfillment is tied to service performance and Processing, not to outcome.

Accordingly, even if: (a) no article is ever published; (b) no outlet accepts the Content; (c) the Content is rejected by one or more or all third parties; (d) the Content is modified, delayed, removed, suppressed, or deindexed; or (e) the Client is dissatisfied for any reason whatsoever, the Services may nevertheless be fully performed and fulfilled under this Agreement.

5. Fees, Payment, Finality of Transactions, and No Refund Policy

All fees, prices, charges, and amounts payable to the Company are due immediately when invoiced or when payment is requested, unless the Company expressly agrees otherwise in writing. The Company may require full payment in advance, partial payment in advance, staged payment, or other payment structures in its sole discretion.

All payments made to the Company are final, non-cancellable, and non-refundable to the fullest extent permitted by applicable law. This is a fundamental condition of the pricing, structure, and risk allocation of the Services.

Without limitation, no refund, chargeback credit, reimbursement, replacement, offset, or price reduction shall be due or available in connection with any of the following: (a) dissatisfaction with the Services; (b) change of mind; (c) delay of any kind; (d) rejection by any Distribution Network; (e) failure to achieve publication; (f) failure to achieve publication on any desired outlet; (g) fewer Placements than expected; (h) zero Placements; (i) removal, suppression, deindexing, modification, or expiration of any Placement; (j) alleged lack of results; (k) suspension or termination under this Agreement; or (l) any other event, act, omission, or circumstance, whether foreseeable or unforeseeable.

The Client acknowledges and agrees that: (i) the Services begin immediately or near-immediately upon authorization or payment; (ii) the Company incurs time, labor, opportunity cost, and operational allocation once a Client order is accepted; (iii) the Client is purchasing professional work, review, handling, and distribution-related Processing, not guaranteed publication; and (iv) the Company's entitlement to payment is not contingent upon any specific result.

The Client shall not initiate or attempt to initiate any chargeback, reversal, retrieval request, dispute, or equivalent payment challenge in relation to any amount properly invoiced or paid to the Company, except where such restriction is prohibited by non-waivable applicable law. Any attempt to do so in breach of this Agreement shall constitute a material breach and shall entitle the Company to pursue all lawful remedies, including recovery of the disputed amount, administrative costs, legal fees, collections costs, interest, and any additional damages arising from such conduct.

If the Client fails to make any required payment when due, the Company may suspend or terminate Services immediately, refuse further work, withhold drafts or outputs, decline future orders, and pursue any legal or equitable remedy available. Any suspension or termination for non-payment shall not relieve the Client of any payment obligation.

6. Third-Party Networks, Third-Party Discretion, and Absence of Company Control

The Client understands and agrees that the Company relies on independent third-party Distribution Networks and related service providers. Such third parties are not owned or controlled by the Company and may apply their own editorial standards, legal standards, review standards, content standards, technical standards, compliance requirements, and publication discretion.

Third-party standards and practices may change at any time, with or without notice. Third parties may reject, modify, delay, remove, suppress, deindex, or otherwise limit Content for any reason or no reason, including for reasons the Company does not know, cannot control, and may not be able to challenge.

The Company makes no representation that any specific third-party network will remain available, will continue to accept a particular category of Content, or will maintain any historical level of acceptance or distribution.

The Client agrees that the Company shall not be liable or responsible for any act, omission, decision, discretion, standard, technical issue, policy change, rejection, modification, delay, removal, outage, deindexing, or other conduct of any third party. The Client further agrees that third-party action or inaction does not constitute a failure by the Company to perform the Services. For additional detail, see the Distribution Disclaimer.

7. Client Responsibility for Content; Representations, Warranties, and Covenants

The Client is solely responsible for all Content and all Client Materials provided to the Company or approved by the Client for use by the Company. The Client represents, warrants, and covenants on a continuing basis that all such Content and Client Materials: (a) are accurate, truthful, current, and not misleading; (b) are lawful in all relevant jurisdictions; (c) do not infringe, misappropriate, or violate any copyright, trademark, patent, trade secret, moral right, right of publicity, privacy right, contractual right, or other right of any third party; (d) are submitted with full authority, permission, and consent; (e) do not contain defamatory, libelous, fraudulent, deceptive, or otherwise unlawful material; and (f) comply with all advertising, consumer protection, securities, financial promotion, competition, privacy, publicity, and other applicable laws, rules, and regulations.

The Company shall have no duty whatsoever to investigate, verify, validate, fact-check, or independently confirm the truthfulness, legality, compliance, or suitability of any Content. Any review undertaken by the Company is for its own workflow purposes only and shall not create any duty to the Client or any third party.

The Client remains solely responsible for its own legal compliance, including compliance with all laws applicable to the Client's business, claims, products, services, promotions, announcements, offerings, and statements. For additional detail, see the Content Responsibility Policy.

8. Verification Rights, Proof of Authority, and Company Discretion

The Company reserves the right, at any time and in its sole and absolute discretion, to require the Client to provide proof of identity, proof of business legitimacy, proof of relationship to the subject matter of any Content, proof of authorization to speak or publish on behalf of any person or entity, proof supporting factual claims, or any other documentation the Company considers appropriate.

The Company may refuse to begin or continue Services unless and until such documentation is provided in a form satisfactory to the Company. The Company may also reject, suspend, or terminate any order or Content submission if documentation is not provided promptly, is incomplete, appears unreliable, or otherwise fails to satisfy the Company.

Any such rejection, suspension, or termination shall not entitle the Client to any refund, credit, or relief.

9. Prohibited Content, Regulated Subject Matter, and Compliance Risk

The Client shall not submit or direct the Company to prepare, review, or handle Content that is false, deceptive, misleading, unlawful, defamatory, infringing, harassing, threatening, hateful, obscene, fraudulent, or otherwise improper.

Without limiting the foregoing, the Client shall not submit Content involving regulated or high-risk subject matter, including without limitation securities offerings, investment solicitations, token launches, financial instruments, medical efficacy claims, health-related claims, legal service claims, or other regulated statements, unless such Content is fully lawful and compliant in all relevant jurisdictions and supported by all necessary substantiation and approvals.

The Company may, in its sole discretion, refuse any Content that it considers high-risk, questionable, inadequately substantiated, non-compliant, controversial, reputationally risky, or unsuitable for the Services, whether or not the Content is technically lawful.

The Client bears the entire risk arising from the nature, legality, and compliance status of the Content. For the full list of prohibited categories, see the Editorial Guidelines.

10. Client Cancellation, Company Termination, and Effect of Termination

The Client may request cancellation of Services at any time. However, because the Services typically commence immediately and involve prompt Processing and resource allocation, the Client acknowledges that cancellation rights are limited in practical effect.

Regardless of whether the Client requests cancellation before, during, or after Processing, all payments remain final and non-refundable. If any Processing has commenced, the Services shall be deemed performed and fulfilled to the extent set out in this Agreement.

The Company may, at any time and in its sole discretion, reject, suspend, discontinue, or terminate any Services, order, account, communication channel, or business relationship, with or without cause, including where the Company perceives legal risk, reputational risk, payment risk, abusive behavior, non-compliance, or any other issue. No such rejection, suspension, or termination shall give rise to any refund or liability.

Termination or suspension shall not affect any rights, remedies, accrued payment obligations, indemnities, waivers, disclaimers, limitations of liability, dispute provisions, or any other provisions which by their nature should survive termination.

11. Intellectual Property; License to Company

As between the parties, the Client retains whatever ownership rights it lawfully holds in and to its original Content, subject always to the rights granted herein and subject to any third-party rights that may apply.

The Client hereby grants to the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully sublicensable license to use, reproduce, adapt, edit, format, publish, distribute, display, transmit, route, and otherwise exploit the Content and Client Materials to the extent reasonably necessary or useful to perform, facilitate, administer, market, document, or support the Services.

The Client further authorizes the Company to sublicense or provide such Content to Distribution Networks and service providers for the purpose of carrying out the Services.

The Client represents and warrants that it has all necessary rights and authority to grant the foregoing license. For information on how to file copyright infringement notices, see the DMCA / Copyright Policy.

12. Client Account, Communications, and Security

If the Client is provided with or uses any account, portal, login, or communication channel in connection with the Services, the Client is solely responsible for maintaining the confidentiality and security of all credentials and for all activity occurring under its account or through its communications.

The Client shall ensure that all information it provides to the Company is complete, accurate, and current. The Client shall promptly update any information that changes.

The Company may rely on instructions, approvals, authorizations, revisions, and communications that appear to come from the Client or the Client's representatives. The Company shall have no liability for acting in reliance on such communications.

13. Data, Systems, Records, and No Liability for Data Issues

The Company may store, process, transmit, or otherwise handle Client Materials, communications, drafts, approvals, logs, and related data in the course of providing the Services.

While the Company may use commercially reasonable practices as it sees fit, the Company does not guarantee against loss, corruption, deletion, unauthorized access, interception, breach, delay, technical failure, or data unavailability. To the fullest extent permitted by law, the Company shall have no liability for any data loss, corruption, or security incident, whether caused by the Company, third parties, system failures, cyber events, force majeure events, or otherwise.

The Client is solely responsible for maintaining its own copies and records of all Content, drafts, approvals, submissions, and related materials. For additional detail on data handling, see the Privacy Policy.

14. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an "as is," "as available," and "with all faults" basis, without warranties, representations, conditions, or guarantees of any kind, whether express, implied, statutory, collateral, or otherwise.

Without limiting the generality of the foregoing, the Company expressly disclaims all implied warranties or conditions of merchantability, fitness for a particular purpose, fitness for a particular result, non-infringement, quiet enjoyment, title, quality, accuracy, completeness, timeliness, availability, performance, compatibility, or security.

The Company does not warrant that the Services will meet the Client's expectations or requirements, that any placement will occur, that any third party will accept content, that any results will be achieved, or that the Services will be uninterrupted, error-free, or free from delay, defect, or harmful components.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company or its operators, affiliates, contractors, representatives, successors, or assigns be liable to the Client or to any third party for any indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages, or for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of data, business interruption, or cost of substitute services, arising out of or relating to this Agreement or the Services, even if advised of the possibility of such damages.

Without limiting the foregoing, the Company shall not be liable for any damages or losses arising from or relating to: (a) rejection, delay, modification, suppression, deindexing, or removal of Content; (b) absence of publication; (c) third-party policies or editorial decisions; (d) Client dissatisfaction; (e) alleged failure to achieve business, marketing, publicity, or SEO objectives; (f) data loss or system issues; or (g) any statements, acts, or omissions of the Client or any third party.

To the maximum extent permitted by applicable law, the Company's aggregate total liability for any and all claims arising out of or relating to this Agreement or the Services shall not exceed the lesser of: (i) the total amount actually paid by the Client to the Company in the six (6) months immediately preceding the event giving rise to the claim; or (ii) one thousand United States dollars (US $1,000).

The parties agree that the fees charged by the Company reflect the allocation of risk set out in this Agreement and that the Company would not provide the Services on the same terms without these limitations.

16. Indemnification

The Client shall defend, indemnify, and hold harmless the Company and its operators, affiliates, contractors, representatives, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal fees and disbursements, arising out of or relating to: (a) the Client's Content or Client Materials; (b) the Client's use of the Services; (c) the Client's breach of this Agreement; (d) any allegation that the Content is false, misleading, unlawful, defamatory, infringing, or otherwise improper; (e) the Client's violation of any law, regulation, or third-party right; or (f) any dispute between the Client and any third party arising from the Services.

The Company may assume the exclusive defense and control of any matter subject to indemnification, at the Client's expense, and the Client shall cooperate fully in such defense.

17. No Reliance

The Client acknowledges and agrees that, in entering into this Agreement and purchasing or using the Services, it has not relied upon and is not relying upon any statement, representation, promise, assurance, projection, estimate, expectation, or understanding not expressly set out in this Agreement.

Without limiting the foregoing, no statement made in any email, chat, direct message, sales conversation, proposal, landing page, social media message, voice call, verbal communication, or other communication outside the express written terms of this Agreement shall create any binding obligation or amend the allocation of risk set out herein unless expressly incorporated in a written document authorized by the Company.

18. Force Majeure

The Company shall not be liable for any delay, interruption, reduction in service, non-performance, or failure arising from or related to any event or circumstance beyond its reasonable control, including without limitation acts of God, governmental action, legal or regulatory changes, war, terrorism, civil disturbance, labor disputes, cyberattacks, infrastructure failure, internet outages, platform outages, third-party system failures, epidemics, pandemics, natural disasters, utility interruptions, hosting failures, service provider failures, or unavailability of Distribution Networks.

In any such event, the Company may suspend, delay, modify, or discontinue Services without liability and without refund.

19. Dispute Resolution; Mandatory Binding Arbitration

To the fullest extent permitted by applicable law, any dispute, claim, controversy, or cause of action arising out of or relating in any way to this Agreement, the Services, any payment, any Content, any communication between the parties, or the relationship between the parties, whether based in contract, tort, equity, statute, common law, or otherwise, shall be resolved exclusively by final and binding arbitration seated in Toronto, Ontario, Canada.

The arbitration shall be conducted on an individual basis only and not on a class, collective, coordinated, representative, or mass basis. The language of the arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.

The Client irrevocably waives, to the fullest extent permitted by law, any right to commence or participate in any court action, jury trial, or other judicial proceeding against the Company, except as expressly permitted under this Agreement.

The parties intend this arbitration provision to be interpreted broadly and to survive termination of this Agreement.

20. Class Action Waiver

To the fullest extent permitted by applicable law, the Client agrees that any claim, dispute, controversy, or proceeding arising out of or relating in any way to this Agreement, the Services, any payment made to the Company, any Content submitted to the Company, or any relationship between the parties, shall be brought solely in the Client's individual capacity and not as a plaintiff, claimant, representative, or class member in any purported class action, collective action, consolidated action, mass action, representative action, or similar proceeding.

The Client expressly waives any right to commence, participate in, join, or recover relief under any class action, collective action, coordinated action, mass arbitration, private attorney general action, or representative proceeding of any kind against the Company, its operators, affiliates, contractors, service providers, successors, or assigns.

The parties agree that the resolution of disputes on an individual basis is a material inducement to the Company's willingness to provide the Services and enter into this Agreement. The Client further acknowledges that permitting disputes to proceed on a class, collective, or representative basis would materially increase the burden, expense, and risk to the Company and would be inconsistent with the pricing, structure, and allocation of risk contemplated by this Agreement.

Unless otherwise required by applicable law, no arbitrator, court, or tribunal shall have authority to consolidate the claims of multiple persons, hear any dispute on a class or representative basis, or award relief to any person or entity other than the individual party asserting the claim.

If this Section 20 is determined to be invalid or unenforceable with respect to a particular claim or request for relief, then that claim or request for relief shall be severed and proceed, if at all, only to the minimum extent necessary and in a manner consistent with the parties' intent that all disputes be resolved on an individual, non-representative basis.

21. Injunctive Relief

21.1 Notwithstanding any other provision of this Agreement, including any arbitration provision, the Company shall be entitled, without prejudice to any other rights or remedies available at law, in equity, or under this Agreement, to seek temporary, interlocutory, preliminary, and permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction where the Company reasonably determines that such relief is necessary or appropriate to protect its rights, property, operations, confidential information, systems, intellectual property, goodwill, business relationships, or legal position.

21.2 Without limiting the foregoing, the Company may seek such relief in connection with any actual or threatened: (a) breach of the payment obligations set out in this Agreement; (b) chargeback, reversal, or improper payment dispute; (c) misuse of the Services; (d) unauthorized use of the Company's systems, content, materials, or intellectual property; (e) breach of confidentiality, if applicable; (f) fraudulent, unlawful, or abusive conduct by the Client; or (g) violation of any restriction, covenant, or protective provision contained in this Agreement.

21.3 The Client acknowledges and agrees that a breach of this Agreement may cause the Company immediate and irreparable harm for which monetary damages alone may be an inadequate remedy. Accordingly, the Client agrees that the Company shall be entitled to seek equitable relief without any requirement to prove actual damages, post security, or provide a bond, except to the extent such requirement cannot be waived under applicable law.

21.4 The Company's pursuit of injunctive or equitable relief shall not be deemed incompatible with, or a waiver of, the arbitration provisions of this Agreement, nor shall it preclude the Company from subsequently pursuing arbitration, damages, costs, fees, or any other remedies available to it.

22. Governing Law

22.1 This Agreement, the Services, all transactions between the parties, all disputes arising out of or relating in any way to the relationship between the parties, and any non-contractual obligations arising out of or connected with the foregoing, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws, choice of law, or similar principles that might otherwise require the application of the laws of another jurisdiction.

22.2 The parties expressly exclude the application of any law, rule, or principle that would result in the application of the laws of any jurisdiction other than Ontario and the applicable federal laws of Canada.

22.3 The Client acknowledges and agrees that the Company is based in Toronto, Ontario, Canada, that the Services are offered from Ontario, and that Ontario bears a real and substantial connection to the formation, interpretation, performance, and enforcement of this Agreement.

22.4 To the extent that any matter is permitted to proceed in court under this Agreement, the Client irrevocably attorns and submits to the exclusive jurisdiction of the courts of Ontario sitting in Toronto, Ontario, and waives any objection based on forum non conveniens, improper venue, lack of personal jurisdiction, or similar doctrine.

22.5 The Client further agrees not to commence or maintain any proceeding against the Company in any jurisdiction other than as expressly permitted under this Agreement and acknowledges that any attempt to do so shall constitute a material breach of this Agreement.

23. No Agency, Partnership, Joint Venture, or Fiduciary Relationship

23.1 Nothing in this Agreement, the Services, any communication between the parties, any purchase made by the Client, or any conduct of the Company shall be construed to create, imply, evidence, or give rise to any partnership, joint venture, agency relationship, fiduciary relationship, employment relationship, franchise relationship, trustee relationship, or other form of legal association between the Client and the Company.

23.2 The Company provides the Services solely as an independent contracting party. The Client has no authority to bind the Company, make representations on the Company's behalf, incur obligations in the Company's name, hold itself out as acting for or on behalf of the Company, or create any liability or commitment of any kind for the Company.

23.3 Likewise, nothing in this Agreement shall be interpreted as giving the Company authority to act as the Client's legal representative, agent, fiduciary, broker, advisor, or mandatory. The Client remains solely responsible for its own decisions, its own content, its own legal compliance, and its own business, commercial, and regulatory affairs.

23.4 The Client acknowledges that the Company does not undertake any duty of trust, loyalty, care, disclosure, or protection beyond the express contractual obligations set out in this Agreement, and no fiduciary or special relationship is intended or created.

23.5 Any use by the parties of terms such as "partner," "network," "support," "team," "client relationship," or similar language in marketing, conversation, or informal communications shall be interpreted solely in a colloquial and non-legal sense and shall not modify the legal relationship established by this Agreement.

24. Severability

24.1 If any provision of this Agreement, or any portion of any provision, is determined by a court, arbitrator, or tribunal of competent jurisdiction to be invalid, illegal, unenforceable, void, or contrary to applicable law, that provision shall be deemed severed from this Agreement only to the minimum extent necessary to achieve compliance with applicable law and preserve, as nearly as possible, the original commercial intent of the parties.

24.2 To the fullest extent permitted by law, any such invalid, illegal, or unenforceable provision shall be modified, narrowed, or limited rather than voided entirely if such modification would permit the provision to be enforced in a manner consistent with the parties' original intent and the overall purpose of this Agreement.

24.3 The invalidity, illegality, or unenforceability of any one provision shall not affect the validity, legality, or enforceability of any other provision of this Agreement, all of which shall remain in full force and effect.

24.4 Without limiting the generality of the foregoing, if any limitation of liability, waiver, disclaimer, payment-finality clause, arbitration provision, class action waiver, or risk-allocation clause is held unenforceable in part, the parties intend that such provision shall nevertheless be enforced to the maximum extent permissible under applicable law.

24.5 This Section shall be interpreted broadly so as to preserve the enforceability of this Agreement and the allocation of commercial risk reflected herein.

25. Entire Agreement

25.1 This Agreement constitutes the entire agreement and entire understanding between the Client and the Company with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous discussions, negotiations, communications, understandings, representations, proposals, marketing statements, correspondence, promises, and agreements, whether oral, written, electronic, implied, or otherwise, relating to the same subject matter.

25.2 The Client acknowledges and agrees that, in entering into this Agreement and purchasing the Services, it has not relied and is not relying on any statement, representation, warranty, promise, assurance, projection, estimate, or understanding other than those expressly and specifically set out in this Agreement.

25.3 Without limiting the foregoing, no statement made in any email, direct message, chat message, sales call, landing page, promotional material, proposal, invoice, social media communication, verbal conversation, or other pre-contractual or contemporaneous communication shall have contractual force or effect unless expressly incorporated into this Agreement in writing.

25.4 The parties agree that this Agreement reflects the complete and final allocation of rights, obligations, risks, and liabilities between them and that no alleged custom, usage, prior dealing, trade practice, or informal understanding shall vary, supplement, contradict, or override its terms.

25.5 Any ambiguity in this Agreement shall not be construed against the Company on the basis that it drafted or presented this Agreement, and the parties agree that this Agreement shall be interpreted fairly according to its plain meaning and commercial purpose.

26. Modifications and Updates to this Agreement

26.1 The Company reserves the right, in its sole and absolute discretion, to amend, revise, supplement, restate, replace, or otherwise modify this Agreement at any time and from time to time.

26.2 Any such modification may be effected by posting an updated version of this Agreement on the Company's website or by otherwise making the updated Agreement available through the Services, and such updated version shall become effective immediately upon posting or upon such later effective date as may be specified therein.

26.3 The Client is solely responsible for reviewing this Agreement periodically to remain informed of any modifications. The Client's continued access to, use of, or purchase of the Services following the posting or effectiveness of any modification constitutes the Client's full, binding, and irrevocable acceptance of the Agreement as modified.

26.4 To the fullest extent permitted by applicable law, the Client waives any right to receive individualized notice of amendments, revisions, or updates to this Agreement, and no separate email, message, or direct communication shall be required for any such modification to become effective.

26.5 For the avoidance of doubt, any dispute arising after a modification becomes effective shall be governed by the version of the Agreement then in effect, except where prohibited by applicable law.

26.6 No employee, contractor, representative, sales agent, affiliate, or other person acting on behalf of the Company shall have authority to amend, waive, or vary any provision of this Agreement except through a written update or written instrument expressly authorized by the Company.

27. Contact Information

MXNN Media

Toronto, Ontario, Canada

contact@mxnnmedia.com