Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”), together with our Privacy Policy, Acceptable Use Policy, and any Data Processing Addendum (“Agreement”), constitute a legally binding contract between you (“Client,” “User,” “you”) and Slime Media Solutions Corp., a corporation incorporated in British Columbia, Canada (“Company,” “we,” “us,” “our”).

These Terms apply to access to and use of our website (theslimemedia.com), engagement of our Services, any products, tools, or applications we provide, and all communications with our team.

By accessing our website, requesting a proposal, signing a statement of work, or paying any fees, you acknowledge you have read and understood these Terms, agree to be bound by all provisions, and represent that you have authority to enter this Agreement.

Order of Precedence

1. Signed Work-for-Hire Agreement or Statement of Work (specific project)
2. Signed Data Processing Addendum (if applicable)
3. These Terms of Service
4. Privacy Policy
5. Acceptable Use Policy

2. Service Description & Scope

Slime Media Solutions provides professional services including custom software development, AI automation and intelligent agent development, digital marketing systems, growth infrastructure and strategic consulting, website design and development, and technical architecture planning.

Services are provided only as described in a signed Statement of Work (SOW), email communications confirming scope, or verbal agreement followed by written confirmation. Requests beyond agreed scope are out-of-scope and require a written change order and additional fees.

We reserve the right to recommend alternative approaches, decline requests that violate our standards, and refuse projects that do not align with our capabilities or business values. We are not liable for third-party service failures, outages, or changes.

3. Eligibility & Account Responsibility

You represent and warrant that you are at least 18 years of age, have legal authority to enter into this Agreement, are not prohibited by law from using our Services, and do not appear on OFAC, UN, or similar restricted party lists.

You are responsible for maintaining confidentiality of your login credentials, keeping contact information current, all activities occurring under your account, and notifying us immediately of unauthorized access.

We do not provide Services to individuals or entities in sanctioned countries, persons on restricted party lists, organizations engaged in illegal activities, or competitors engaging in corporate espionage.

4. Payment & Billing

4.1 Payment Terms

• Standard Terms: Net 30 (payment due within 30 calendar days of invoice)
• Initial Retainer: Due upon execution of Statement of Work
• Deposits: Non-refundable retainers required before work commences
• Payment Method: Wire transfer, credit card, or as otherwise agreed

4.2 Late Payment

• Interest Charge: 2.0% monthly (24% annually) on any unpaid balance after due date
• Right to Suspend: We may suspend Services immediately if payment is 15+ days late
• Right to Terminate: We may terminate Services and delete data if payment is 30+ days late

4.3 Refund Policy

• Retainers/Deposits: Non-refundable, applied to project costs
• Completed Work: No refund for completed deliverables
• Unused Services: Prorated refund if Services terminated by us (not you)

4.4 Invoice Disputes

Notify us in writing within 15 days of invoice date to dispute. Failure to dispute within 15 days constitutes acceptance of the invoice. Undisputed amounts remain due while disputes are resolved.

5. Intellectual Property Rights

5.1 Company IP - We Own

We retain all rights in our website, platform, tools, applications, and systems; source code, algorithms, databases, and architecture; design systems, templates, and UI components; our development methodologies, marketing strategies, and AI models; and any pre-existing IP created independently of your project.

5.2 Client IP - You Own

You retain ownership of content you provide (text, images, videos, data), your business processes and strategies, and your brand, trademarks, and proprietary information.

5.3 Deliverables - You Own (With Conditions)

Upon full payment, you receive ownership of final website or application code (excluding third-party components), design files, content created specifically for your project, and compiled deliverables.

• Payment must be received in full (no partial ownership for partial payment)
• We retain the right to use deliverables in our portfolio, case studies, and testimonials
• You may not sell, relicense, or resell deliverables to third parties without permission
• You may not use deliverables to provide services competitive with ours

5.4 Portfolio License

You grant us a non-exclusive license to use deliverables in our portfolio, reference you as a client in marketing, create case studies and testimonials about the project, and use anonymized project data for analytics.

6. Limited License & Usage Restrictions

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for lawful purposes and use our Services only as described in our Statement of Work.

You may not copy, reproduce, or distribute our website or Services; use the Services to build competing products; license, sell, or sublicense access to third parties; or circumvent any security features or protections.

Upon termination: your license to use our platform terminates immediately. You may retain deliverables you have paid for but must delete evaluation copies or unpaid materials.

7. Acceptable Use Policy

You agree to use our Services only for lawful purposes, in compliance with all applicable laws, as described in our Statement of Work, and for your own business purposes. You agree not to upload illegal or offensive content, transmit malware, or use Services for illegal activities. See our full Acceptable Use Policy for complete details.

8. Prohibited Conduct & Anti-Abuse

8.1 Anti-Scraping

Automated scraping, crawling, or harvesting of website data is strictly prohibited. Violation results in immediate termination, IP blocking, data deletion without refund, and legal action.

8.2 Reverse Engineering

Decompiling, disassembling, or reverse engineering our code; attempting to extract algorithms, methodologies, or trade secrets; and creating derivative products based on our platform are prohibited. Penalty: immediate termination and legal action.

8.3 Corporate Espionage

Using Services to gather competitive intelligence, attempting to hire our employees, soliciting our clients, impersonating our representatives, or creating competing offerings based on our methodology are prohibited.

8.4 Fraud & Misrepresentation

Providing false information, using stolen payment methods, misrepresenting authorization, and filing fraudulent payment disputes are prohibited. Penalty: termination, legal action, and law enforcement referral.

9. Warranties & Disclaimers

We warrant that we have authority to enter this Agreement, will perform Services in a professional manner consistent with industry standards, will comply with applicable laws, and deliverables will not knowingly infringe third-party IP rights.

10. Limitation of Liability

We are not liable for lost profits, lost revenue, lost data, lost business reputation, business interruption, or cost of replacement services, even if advised of the possibility of such damages.

We are also not liable for third-party services or platforms, internet outages, cybersecurity breaches (except gross negligence), consequences of your failure to implement our recommendations, or force majeure events.

You acknowledge this liability limitation is fundamental to the pricing and risk allocation of this Agreement.

11. Indemnification

You agree to defend, indemnify, and hold us harmless from claims arising from your use of Services in violation of these Terms, your violation of applicable law, your content infringing third-party rights, your negligence or willful misconduct, or any claim that your content violates these Terms.

We agree to defend you against third-party claims that our deliverables (as provided) infringe a third-party copyright or patent, excluding claims arising from your modification of deliverables or use beyond authorized scope.

12. Termination & Suspension

12.1 Termination by Client

You may terminate at any time upon written notice. All fees for completed work remain due and non-refundable.

12.2 Termination by Us

We may terminate at any time with 30 days written notice, providing a prorated refund of unused fees and transition cooperation.

12.3 Immediate Termination for Breach

We may terminate immediately if you breach material terms and fail to cure within 15 days, fail to pay invoices for 15 days, engage in prohibited conduct, or use Services in violation of law. Upon immediate termination: access is revoked, data may be deleted, all fees are retained, and legal remedies may be pursued.

12.4 Effect of Termination

Your platform license terminates immediately. You have 30 days to retrieve deliverables (after full payment). After 30 days, we may delete all data. Confidentiality, IP ownership, payment obligations, and dispute resolution terms survive termination.

13. Confidentiality & Non-Disclosure

Each party agrees to maintain strict confidentiality of the other's Confidential Information (technical data, business information, strategies, pricing, client lists), limit access to those who need to know, and use information solely for purposes of this Agreement.

Confidential Information does not include information that is publicly available, was rightfully known before disclosure, is independently developed, or is required by law to disclose. Confidentiality obligations continue for 5 years after disclosure, or indefinitely for trade secrets.

14. Third-Party Services & Integrations

Our Services may integrate with third-party platforms, APIs, or services. We are NOT responsible for third-party service availability, changes, deprecation, security breaches, or costs. By using our Services with third-party integrations, you accept the third party's terms of service and privacy policy.

Third parties may change or discontinue APIs. We are not liable if third-party API changes break our Services. We may charge additional fees for updates required by third-party changes.

15. Changes to Terms & Services

We reserve the right to modify these Terms at any time. Modifications are effective upon posting. For material changes (liability caps, payment terms), we will provide 30 days advance notice via email. You may terminate within 30 days to avoid new terms; continued use after 30 days constitutes acceptance.

16. Dispute Resolution & Arbitration

Before escalating any dispute, you must contact us at privacy@theslimemedia.com with a written description of the dispute and proposed resolution. We will respond within 30 days and work collaboratively for 30 days to resolve.

If informal resolution fails, all disputes will be resolved by binding arbitration under CCAB (Canadian Arbitration Rules), held in Vancouver, British Columbia, in English before a single arbitrator.

Arbitration exclusions: IP infringement claims, enforcement of arbitration awards, injunctive relief for breach of confidentiality, and collection of unpaid invoices (small claims court) may be brought in court.

17. Governing Law & Jurisdiction

These Terms are governed by the laws of the Province of British Columbia, Canada and Canadian federal law, excluding conflicts of law principles. Exclusive jurisdiction for disputes: Province of British Columbia. For arbitration: Vancouver, BC.

18. Severability & Entire Agreement

These Terms constitute the entire Agreement between us regarding the Services and supersede all prior agreements. If any provision is held invalid, that provision is severed and remaining provisions continue in full force.

You may not assign these Terms without written consent. We may assign to affiliates or successors without notice. Legal notices to us at legal@theslimemedia.com.

19. Contact Information

Effective Date: May 21, 2026. These Terms are binding and enforceable. Do not use our Services if you do not accept these Terms.