Terms of Services

Effective Date: January 22, 2026 Last Updated: January 22, 2026

1. INTRODUCTION AND ACCEPTANCE OF TERMS

1.1. Parties and Agreement

These Terms of Service (the "Terms" or "Agreement") constitute a legally binding agreement between Hillier Media Inc. ("Company," "we," "us," or "our"), a corporation organized under the laws of [Your Province/State], and you ("User," "you," or "your").

1.2. Scope of Services

These Terms govern your access to and use of: (a) The website located at https://klipsync.com and any associated subdomains (the "Site"); (b) The KlipSync Chrome Extension, web applications, and related software (the "Software"); and (c) Any educational content, training programs, community forums, or digital products provided by the Company (collectively, the "Training Materials"). The Site, Software, and Training Materials are collectively referred to as the "Services."

1.3. Acceptance of Terms

By accessing the Site, installing the Software, clicking "I Agree," or purchasing any Subscription or Training Material, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SITE AND UNINSTALL THE SOFTWARE.

1.4. Authority and Capacity

By using the Services, you represent and warrant that: (a) You are at least 18 years of age and have the legal capacity to enter into this Agreement; (b) If you are using the Services on behalf of a business, company, or other legal entity, you have the authority to bind that entity to these Terms (in which case "you" refers to that entity); and (c) Your use of the Services does not violate any applicable law or regulation in your jurisdiction.

1.5. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services (e.g., via a browser extension notification, email, or a prominent banner on the Site). Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.

2. DEFINITIONS

2.1. "Account"

Refers to the unique credential-based access point created for the User to access the Services, whether free or paid.

2.2. "Company Content"

Means all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof, that are provided by the Company through the Services. This specifically includes the source code of the Chrome Extension and the curriculum of any Training Materials.

2.3. "User Content"

Means any content, data, or information that you upload, import, sync, transfer, or otherwise provide through the Services. This includes, but is not limited to: (a) "Captured Data": The specific text, numbers, or information you extract from third-party websites using the Software; and (b) "Community Contributions": Posts, comments, questions, and other materials you submit to our support channels, community forums, or feedback forms.

2.4. "Intellectual Property Rights"

Means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

2.5. "Subscription"

Refers to the recurring billing agreement between you and the Company for access to premium features of the Software or specific Training Materials.

2.6. "Third-Party Service"

Means any external application, website, software, or service that integrates with the Services but is not controlled by the Company. This includes, but is not limited to, Google Sheets, GoHighLevel (HighLevel), Zapier, Make, and the underlying websites from which you capture data.

2.7. "Confidential Information"

Means all non-public information disclosed by us to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (e.g., private beta features, unreleased training modules).

3. ACCOUNT REGISTRATION AND RESPONSIBILITIES

3.1. Eligibility

To access the Services, you may be required to register for an Account. You represent and warrant that: (a) You are at least eighteen (18) years of age; (b) You have not previously been suspended or removed from our Services; and (c) Your registration and your use of the Services is in compliance with all applicable laws and regulations.

3.2. Account Creation and Google Authentication

To access the Extension, you must log in using your Google Account ("Google Sign-In"). By using Google Sign-In, you authorize us to access and store your name and email address as provided by Google, in accordance with our Privacy Policy. You agree that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete.

3.3. Account Security

You are responsible for maintaining the confidentiality of your Account credentials and are fully responsible for all activities that occur under your Account. You agree to: (a) Immediately notify the Company of any unauthorized use of your Account or any other breach of security; and (b) Ensure that you exit from your Account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

3.4. Prohibition on Account Sharing

Your Account is for your personal or internal business use only. You may not share your Account credentials, license key, or access with any other individual or entity. A single Subscription may not be used by multiple people. If we detect simultaneous usage patterns indicating account sharing, we reserve the right to suspend or terminate your Account immediately without refund.

3.5. Entity Accounts

If you register an Account on behalf of a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4. LICENSE AND ACCESS TO SERVICES

4.1. Grant of License

Subject to your compliance with these Terms and payment of any applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to: (a) Install and use the object code of the Software on a device that you own or control; and (b) Access and view the Training Materials and Company Content solely for your personal or internal business purposes.

4.2. Restrictions on Use

You agree that you will NOT (and will not permit any third party to): (a) Reverse Engineer: Decompile, disassemble, reverse engineer, or attempt to derive the source code of the Software or the structure of our Training Materials. (b) Copy or Resell: Copy, distribute, sell, lease, rent, sub-license, or otherwise transfer access to the Services or Company Content to any third party (e.g., sharing a PDF course or the Extension file). (c) Modify: Create derivative works based on the Services or Company Content. (d) Interfere: Interfere with or disrupt the integrity or performance of the Services (e.g., DDOS attacks, spamming our API). (e) Bypass Security: Attempt to bypass any measures we may use to prevent or restrict access to the Services (e.g., circumventing subscription checks). (f) Scraping Violation: Use the Software to scrape websites in a manner that violates the Terms of Service of those third-party websites.

4.3. Beta Software Disclaimer

You acknowledge that the current version of the Software is a "Beta Release." (a) Nature of Beta: The Software may contain bugs, errors, and other problems that could cause system or other failures and data loss. (b) "As Is" Usage: The Software is provided "AS IS" and "AS AVAILABLE," and the Company disclaims any warranty or liability obligations to you of any kind. (c) Feedback: We may ask for feedback, suggestions, or comments ("Feedback") regarding the Beta. You agree that we are free to use such Feedback for any purpose without obligation to you.

4.4. Updates and Maintenance

We may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades, and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the Services. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities.

4.5. Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give advance electronic notice); and (b) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4. LICENSE AND ACCESS TO SERVICES

4.1. Grant of License

4.2. Restrictions on Use

4.3. Beta Software Disclaimer

4.4. Updates and Maintenance

4.5. Availability

5. PAYMENT TERMS, FEES, AND REFUNDS

5.1. Paid Services and Subscriptions

Certain features of the Software and specific Training Materials are provided on a paid subscription basis ("Paid Services"). By selecting a Paid Service, you agree to pay the fees indicated on the applicable pricing page or checkout form. All fees are quoted and payable in United States Dollars (USD) unless otherwise explicitly stated.

5.2. Authorization for Recurring Billing

By purchasing a Subscription, you authorize the Company (and our third-party payment processors, such as Stripe) to automatically charge your payment method on file at the start of each billing cycle (e.g., monthly or annually) until you cancel. (a) Renewal: Your Subscription will automatically renew for the same duration as the initial term unless you cancel at least twenty-four (24) hours before the renewal date. (b) Payment Method: You agree to keep your payment information current. If a payment fails, we may retry the charge or suspend your access to the Paid Services.

5.3. Cancellation Policy

You may cancel your Subscription at any time through your Account settings or by contacting support. (a) Effect of Cancellation: Cancellation stops future billing. You will continue to have access to the Paid Services until the end of your current paid billing period. (b) No Proration: We do not offer refunds or credits for partial months of service, partial years, or for periods where the User did not use the Services.

5.4. Refund Policy (a) SaaS/Software:

Due to the nature of digital software and the immediate access granted, all sales are final, and no refunds will be provided, except where required by applicable law or explicitly stated in a specific "Money-Back Guarantee" offer on the checkout page. (b) Training Materials: For standalone digital courses or training programs, refund eligibility (if any) will be governed by the specific terms displayed at the point of purchase. If no such term is displayed, the default policy is no refunds once the content has been accessed or downloaded.

5.5. Price Changes

We reserve the right to modify the fees for our Services at any time. We will provide you with reasonable prior notice (at least 30 days) of any price increase for your active Subscription. Your continued use of the Services after the price change takes effect constitutes your agreement to pay the modified fees.

5.6. Payment Disputes and Chargebacks

If you have a billing issue, you agree to contact our support team ([email protected]) to attempt a resolution before initiating a dispute with your bank ("Chargeback"). (a) Consequences: If you initiate a Chargeback without first contacting us, or if we successfully dispute a Chargeback, we reserve the right to permanently ban your Account and revoke all licenses to the Software and Training Materials. (b) Collections: You remain liable for all unpaid fees and any reasonable costs we incur in collecting past-due amounts, including legal fees.

5.7. Taxes

You are responsible for paying all applicable taxes, levies, or duties imposed by taxing authorities (e.g., GST/HST, VAT, Sales Tax) associated with your purchase, excluding taxes based on the Company’s net income.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Company Intellectual Property

The Services, including but not limited to the KlipSync Chrome Extension (source code, object code, and structure), the website design, logos, trademarks (including "KlipSync" and "Hillier Media"), graphics, and all Training Materials (videos, worksheets, templates, and curriculum), are the exclusive property of Hillier Media Inc. and its licensors. (a) Protection: These assets are protected by copyright, trademark, and other laws of both the United States and foreign countries. (b) No Transfer: Nothing in these Terms constitutes a transfer of any Intellectual Property Rights from us to you.

6.2. User Content Ownership

You retain all ownership rights to the data you capture ("Captured Data") using the Software and any content you post to our community ("Community Contributions"). We do not claim ownership of your leads or personal data.

6.3. License to User Content

By using the Services, you grant the Company a limited license to: (a) Process Data: Access, process, and transmit your Captured Data solely as required to provide the synchronization services (e.g., sending data from the browser to your Google Sheet). (b) Community License: Use, display, and distribute your Community Contributions (e.g., public forum posts) for the purpose of operating and improving our community.

6.4. Feedback and Suggestions

If you provide us with any ideas, suggestions, or feedback regarding the Services ("Feedback"), you agree that: (a) We shall have the right to use, fully exploit, and implement such Feedback in any manner and for any purpose without restriction, liability, or compensation to you; and (b) All Feedback shall be considered non-confidential and the sole property of the Company.

6.5. Copyright Infringement (DMCA)

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us at [email protected] (a "Notification"). We will respond to such Notifications in accordance with the Digital Millennium Copyright Act (DMCA).

7. USER CONDUCT AND ACCEPTABLE USE POLICY

7.1. General Prohibited Conduct

You agree that you will strictly NOT use the Services to: (a) Violate any local, state, national, or international law or regulation; (b) Infringe upon the rights of others, including privacy, publicity, intellectual property, or other proprietary rights; (c) Transmit any viruses, malware, worms, trojan horses, or other code of a destructive nature; (d) Attempt to gain unauthorized access to our servers, user accounts, or computer systems; or (e) Engage in any activity that interferes with or disrupts the performance of the Services (e.g., high-volume automated requests that degrade our API).

7.2. Specific Restrictions on Data Capture (Scraping)

You acknowledge that the Software is a tool for personal productivity and data entry automation. You agree that: (a) Compliance with Target Sites: You are solely responsible for ensuring that your use of the Software on third-party websites (e.g., LinkedIn, Yelp, Facebook) complies with their respective Terms of Service and robots.txt policies. (b) Assumption of Risk: You understand that automated data collection may violate the terms of certain third-party platforms. Hillier Media Inc. is not responsible or liable if your account on a third-party platform is suspended, banned, or restricted due to your use of the Software. (c) No Illegal Data: You may not use the Software to harvest sensitive personal information (e.g., financial data, health records, government IDs) or data protected by GDPR/CCPA in a manner that violates applicable privacy laws.

7.3. Community Standards (Academy & Forums)

To maintain a professional environment in our Training Academy and community channels, you agree strictly NOT to: (a) Harass, threaten, demean, or bully other users or Company staff; (b) Post content that is hateful, violent, pornographic, or discriminatory; (c) Spam the community with unauthorized solicitations, affiliate links, or promotional material for competing services; or (d) Share your login credentials to give non-members access to paid training content.

7.4. Enforcement

We reserve the right (but have no obligation) to investigate and take appropriate action against anyone who, in our sole discretion, violates this Section. This may include removing offending User Content, suspending or terminating your Account, and reporting you to law enforcement authorities.

8. THIRD-PARTY SERVICES AND LINKS

8.1. Integrations with Third-Party Services

The Services are designed to interoperate with various third-party applications and services, including but not limited to Google Sheets, GoHighLevel (HighLevel), Zapier, Make, and the specific websites you visit to capture data (collectively, "Third-Party Services"). (a) No Control: You acknowledge that we do not control these Third-Party Services. We are not responsible for their performance, uptime, accuracy, or data security practices. (b) Your Responsibility: You are solely responsible for obtaining and maintaining any necessary accounts, rights, or licenses to use these Third-Party Services. (For example, you must have your own active HighLevel subscription to use the HighLevel sync feature). (c) API Dependencies: The Services rely on the Application Programming Interfaces (APIs) provided by these Third-Party Services. If a Third-Party Service changes its API, restricts access, or ceases to function, we may be unable to provide certain features. In such cases, we shall not be liable for any refunds or damages.

8.2. Third-Party Links

The Site and Training Materials may contain links to third-party websites or resources that are not owned or controlled by Hillier Media Inc. (a) No Endorsement: The inclusion of any link does not imply endorsement by us of the site or any association with its operators. (b) Assumption of Risk: You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

8.3. Affiliate Disclosure

Some of the links in our Training Materials or on our Site may be "affiliate links." This means if you click on the link and purchase an item (e.g., a HighLevel subscription), we may receive an affiliate commission. We will disclose this relationship where appropriate, but you should assume that any link to a third-party product may result in compensation to us.

9. CONFIDENTIALITY

9.1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. (a) Your Confidential Information includes your Captured Data and specific business processes you may reveal to our support team. (b) Our Confidential Information includes the non-public source code of the Software, unreleased features, beta testing plans, and specific pricing or partnership terms offered to you.

9.2. Obligations

The Receiving Party agrees to: (a) Use the Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms (e.g., we use your data to fix a bug; you use our secrets to test the beta); (b) Use the same degree of care to protect the Confidential Information that it uses to protect its own confidential information of a like nature (but in no event less than reasonable care); and (c) Not disclose any Confidential Information to any third party, except to employees, contractors, or legal advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as these.

9.3. Exceptions

Confidential Information does not include information that: (a) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation; (c) Is received from a third party without breach of any obligation; or (d) Was independently developed by the Receiving Party.

9.4. Compelled Disclosure

The Receiving Party may disclose Confidential Information if required to do so by law or court order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice (unless prohibited by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

10. DISCLAIMERS AND WARRANTIES

10.1. "As Is" and "As Available"

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES (INCLUDING THE SOFTWARE, SITE, AND ALL TRAINING MATERIALS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HILLIER MEDIA INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DO WE WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

10.2. No Professional or Financial Advice (Earnings Disclaimer)

The Training Materials and coaching provided through the Services are for educational and informational purposes only. (a) No Guarantees: We do not guarantee that you will achieve any specific result, income, or business growth by using our Software or Training Materials. Your results depend on various factors, including your background, dedication, business skills, and market conditions. (b) Not Professional Advice: Nothing contained in the Services constitutes legal, financial, accounting, or tax advice. You should consult with your own professional advisors before making significant business decisions based on our content. (c) Forward-Looking Statements: Any testimonials or examples of income used in our marketing are exceptional results and are not intended to represent or guarantee that anyone will achieve the same or similar results.

10.3. Technology and Security Disclaimer

(a) Data Integrity: While we prioritize security, we do not warrant that the Software will be immune from cyber-attacks, malware, or unauthorized access. We are not responsible for the corruption or loss of data transferred to Third-Party Services. (b) Platform Dependencies: The functionality of the KlipSync Extension depends on the structure of third-party websites (e.g., LinkedIn, Google). You acknowledge that if a third-party website changes its code, the Extension may temporarily fail to capture data. Such failures are not a breach of warranty by us.

11. LIMITATION OF LIABILITY

11.1. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HILLIER MEDIA INC., ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY: (a) INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (b) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; OR (c) DAMAGES RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNT.

11.2. Monetary Cap on Liability

UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF HILLIER MEDIA INC. ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO US FOR ACCESS TO THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS ($100.00 USD).

11.3. Specific Examples of Non-Liability

To clarify, we are strictly not liable for: (a) Lost Leads: Any potential revenue or business opportunities lost due to the Software failing to capture data or syncing data incorrectly. (b) Third-Party Bans: Any suspension, restriction, or termination of your accounts on third-party platforms (e.g., LinkedIn, Facebook) resulting from your use of our Software. (c) User Error: Any data loss caused by your accidental deletion of data, sharing of passwords, or improper configuration of the Software.

11.4. Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

12. INDEMNIFICATION

12.1. Obligation to Indemnify

You agree to defend, indemnify, and hold harmless Hillier Media Inc., its officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) Your Violation: Your violation of these Terms or the Privacy Policy. (b) Your Use: Your use or misuse of the Services, including any data capturing activities. (c) User Content: Any content you post, upload, or transmit through the Services (e.g., if your forum post infringes someone else's copyright). (d) Third-Party Rights: Your violation of any rights of a third party, including intellectual property rights or privacy rights (e.g., scraping data in violation of GDPR). (e) Third-Party Terms: Your violation of the Terms of Service of any third-party website (e.g., LinkedIn, Google, Facebook) while using our Software.

12.2. Defense Procedures

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Hillier Media Inc.

13. TERM AND TERMINATION

13.1. Term

This Agreement commences on the date you first accept these Terms (by accessing the Site, installing the Software, or purchasing a Service) and continues until terminated by either you or Hillier Media Inc. as set forth herein.

13.2. Termination by You

You may terminate this Agreement at any time by cancelling your Subscription and ceasing all use of the Services. (a) Cancellation Procedure: To avoid future billing, you must cancel your Subscription through your Account settings or by contacting support at least 24 hours before your next renewal date. (b) Uninstalling ≠ Cancellation: IMPORTANT: Uninstalling the Chrome Extension from your browser or deleting the application does not cancel your paid Subscription. You remain responsible for all subscription fees until you formally cancel your account via the billing portal.

13.3. Termination by Company

We reserve the right to suspend or terminate your Account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to: (a) Breach: Your violation of these Terms (e.g., account sharing, scraping abuse, non-payment). (b) Discontinuation: If we decide to discontinue the Services or any part thereof. (c) Legal Requirement: If we are required to do so by law or legal process. (d) Security: If your Account is involved in potential fraud or security risks.

13.4. Effect of Terminatio

Upon termination of this Agreement for any reason: (a) License Revoked: Your license to use the Software and access the Training Materials immediately ceases. (b) Access Denied: You will lose access to your Account and any data associated with it. (c) Data Deletion: We may delete your Account data from our servers. You acknowledge that any "Captured Data" stored locally in your browser will be lost upon uninstallation of the Extension. (d) No Refunds: Termination by the Company for cause (e.g., violation of terms) does not entitle you to a refund of any prepaid fees.

13.5. Survival

The following provisions shall survive the termination of this Agreement:

Section 5 (Payment Terms, regarding unpaid amounts)
Section 6 (Intellectual Property Rights)
Section 9 (Confidentiality)
Section 10 (Disclaimers)
Section 11 (Limitation of Liability)
Section 12 (Indemnification)
Section 14 (Dispute Resolution)

14. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

14.1. Informal Resolution First

We want to address your concerns without needing a formal legal case. Before filing a claim against Hillier Media Inc., you agree to try to resolve the dispute informally by contacting [email protected]. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within sixty (60) days of submission, you or Hillier Media Inc. may bring a formal proceeding.

14.2. Binding Arbitration

You and Hillier Media Inc. agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. (a) Procedure: The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the ADR Institute of Canada (or, if you are a US resident, the American Arbitration Association). (b) No Judge or Jury: Arbitration is less formal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.

14.3. Class Action Waiver

YOU AND HILLIER MEDIA INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Hillier Media Inc. agree no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

14.4. Exceptions to Agreement to Arbitrate

Nothing in this Section shall prohibit either party from: (a) Bringing an individual action in small claims court; (b) Seeking injunctive relief in a court of competent jurisdiction to stop unauthorized use or abuse of the Services or intellectual property infringement (e.g., if someone clones your software, you can sue them immediately in court to stop it).

14.5. Governing Law and Venue

These Terms 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 its conflict of law provisions. If for any reason a dispute proceeds in court rather than arbitration, you and Hillier Media Inc. irrevocably consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario.

14.6. Opt-Out of Arbitration

You may decline this agreement to arbitrate by contacting [email protected] within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement. If you opt out, strict court venue rules (Section 14.5) will apply.

15. MISCELLANEOUS

15.1. Entire Agreement

These Terms, together with our Privacy Policy and any specific "Master Services Agreement" (if applicable to enterprise clients), constitute the entire and exclusive understanding and agreement between you and Hillier Media Inc. regarding the Services. These Terms supersede and replace any and all prior oral or written understandings or agreements between you and Hillier Media Inc.

15.2. Assignment (The "Exit" Clause)

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. (i.e., You can't sell your account to someone else). However, Hillier Media Inc. may assign or transfer these Terms, at its sole discretion, without restriction. (i.e., If we sell KlipSync to a bigger company, your user contract automatically transfers to the new owner without needing your permission).

15.3. Severability

If any provision of these Terms is held to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

15.4. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Hillier Media Inc.

15.5. Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials, or the failure of third-party platforms (e.g., a total outage of Google Cloud or HighLevel).

15.6. Electronic Communications

By using the Services, you consent to receive electronic communications from us (e.g., via email or extension notifications). You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.