Terms Of Service

Welcome to TMS Media Inc. ("TMS Media," "Company," "we," or "us").

 

These Terms of Service (the "Terms") govern all programs, memberships, courses, software, digital tools, and artificial-intelligence features provided by TMS Media Inc., a British Columbia, Canada corporation with its principal mailing address at 1754 Tiffin Place, Victoria BC, V8N 4W4.

 

By enrolling in, purchasing, or using any TMS Media service—including our programs, courses, AI tools, workshops, or related offerings—you ("Client," "Member," or "you") agree to be legally bound by these Terms and all incorporated addenda.

 

These Terms, together with the Viral Creator Club Membership Agreement, Viral Creator Club Membership Terms, AI Supplemental Terms, and Privacy Policy (collectively, the "Agreement"), form the entire contract between you and TMS Media.

 

If any conflict arises, the applicable addendum controls solely for that specific product or service.

 

1. Definitions

Capitalized terms have the meanings assigned in this section or the applicable addendum.

• Client / Member / User — A business customer that purchases or uses TMS Media Services.
• Program Agreement — Product-specific contract describing deliverables, pricing, and guarantees.
• AI Supplemental Terms — Addendum governing AI-assisted features and data usage.
• Services — All programs, memberships, consulting, software, and digital tools offered by TMS Media.
• Deliverables — Any materials or results produced under a Program or Membership.
• Agreement — These Terms and all incorporated addenda and policies collectively. 

 

 

2. Business-to-Business Relationship

You acknowledge that you are engaging TMS Media solely for business or commercial purposes, not as a consumer.

 

You waive any statutory cooling-off, rescission, or consumer-specific rights that apply only to personal, family, or household transactions.

 

This Agreement is a commercial contract governed by the laws of British Columbia, Canada.

 

3. Acceptance & Modification

By clicking "Buy," "Subscribe," or otherwise accessing our Services, you accept these Terms whether or not you sign a separate document.

 

TMS Media may update these Terms at any time. We will post the revised version and update the "Last Updated" date. Continued use constitutes acceptance of the revision.

 

4. Services & Deliverables

TMS Media provides creative coaching, content strategy, marketing consulting, and AI-assisted tools.

 

Specific deliverables are outlined in your Program Agreement and may include: coaching sessions, content plans, AI-supported writing, or edited videos.

 

Timely payment and participation are required to maintain access to Deliverables.

 

5. Fees, Billing & Payment

Obligation: You agree to pay all fees as stated in your Agreement. Payment plans are courtesy financing; the total program cost remains due in full.

 

Automatic Renewal: Viral Creator Club memberships renew automatically unless cancelled before renewal via written notice to [email protected]

 

Failure to Pay: Late or missed payments may suspend access and forfeit incentives.

 

No Refunds: Except as provided in Section 6, all fees are non-refundable.

 

6. Refunds & Guarantees

24-Hour Viral Creator Club Refund – Cancel within 24 hours for a full refund.

 

View Guarantee – Refund available if conditions in your Viral Creator Club Agreement are met.

 

Money-Back Addendum – If offered, allows one-time rescission within 7 days of enrollment after the first strategy call.

 

No other refunds apply unless required by law.

 

7. Chargebacks & Enforcement

You irrevocably waive any right to charge back or reverse payments except in cases of verified fraud.

 

Improper chargebacks are a material breach and may result in liquidated damages equal to the greater of $25,000 USD or three times the disputed amount, plus collection and arbitration costs.

 

TMS Media may report fraudulent disputes to payment processors and law enforcement.

 

8. Testimonials, Incentives & Non-Circumvention

• Incentives are conditional on compliance with the Testimonial Partnership Addendum.
• Testimonials must be truthful and FTC-compliant; you grant TMS Media a perpetual worldwide license to use and edit them.
• You may not solicit or hire TMS Media contractors or candidates outside of approved channels for 12 months following program completion. Violation triggers liquidated damages equal to 50% of the annualized compensation offered to the contractor or candidate.

 

9. Intellectual Property

All content, frameworks, and software are proprietary to TMS Media.

 

You receive a limited license for internal business use only.

 

Unauthorized duplication, resale, or derivative use is strictly prohibited and subject to termination and damages.

 

You retain ownership of original content you create, but grant TMS Media limited rights to edit and repurpose it for service delivery and testimonial material.

 

10. Acceptable Use

You must comply with all applicable laws when using TMS Media Services. Prohibited actions include but are not limited to: illegal conduct, harassment, impersonation, intellectual property infringement, introducing malware or harmful code, unauthorized access attempts, service disruption, spam or phishing, unauthorized data scraping, reselling or redistributing Services without permission, uploading defamatory or objectionable content, privacy violations, and any conduct that damages TMS Media's reputation.

 

TMS Media may investigate violations, suspend or terminate access, and cooperate with law enforcement as required.

 

11. Privacy & Data Protection

All personal data is processed under the Privacy Policy

 

By using the Services, you consent to the processing and international transfer of data in accordance with applicable privacy laws (GDPR, CCPA, PIPEDA, etc.).

 

12. Artificial Intelligence (AI) Features

Your use of TMS Media AI features is governed by the Artificial Intelligence Terms.

 

You own your Inputs, acknowledge Outputs may be non-unique, and agree not to rely on AI Outputs for professional advice. TMS Media does not use Inputs for public model training.

 

Disputes related to AI Features are resolved exclusively under the arbitration clause in Section 15.

 

13. Disclaimers & Limitation of Liability

All Services and AI Features are provided "AS IS" and "AS AVAILABLE."

 

TMS Media disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

 

To the fullest extent allowed by law, TMS Media's total liability shall not exceed the fees you paid in the preceding 12 months.

 

No consequential, punitive, or special damages are recoverable.

 

14. Governing Law

This Agreement, and any dispute or claim arising from it, is governed by the laws of the Province of British Columbia, without regard to conflicts-of-law principles.

 

15. Binding Arbitration

 

• Agreement to Arbitrate: You and TMS Media agree to resolve all disputes exclusively through final and binding arbitration in accordance with the laws of British Columbia. This includes disputes regarding formation, interpretation, validity, or enforcement of these Terms.

• Seat, Venue & Governing Rules: The arbitration shall be seated in British Columbia, Canada, and conducted before a single neutral arbitrator experienced in commercial contracts. The arbitrator may conduct proceedings remotely by video conference at TMS Media's discretion.

• Delegation of Arbitrability: The arbitrator, not any court, shall have exclusive authority to resolve all issues of arbitrability, jurisdiction, and scope of this clause.

• Individual-Action Requirement: Arbitration must proceed on an individual basis only. Class, collective, or representative actions are waived and prohibited. The arbitrator may not consolidate claims or award relief for persons other than the individual party.

• Fees & Costs: Each party shall initially bear its own arbitration costs and fees; however, the prevailing party is entitled to recover reasonable attorneys' fees, arbitration fees, and costs as determined by the arbitrator. The arbitrator may award injunctive or equitable relief available in court.

• Small-Claims Option: Either party may bring an individual claim in a British Columbia, Canada small-claims court if the claim is within that court's jurisdictional limits and proceeds on an individual basis.

• Confidentiality: All arbitration proceedings, filings, evidence, and awards are confidential except as required for judicial enforcement of an award or by law.

• Survival & Severability: This arbitration clause survives termination of the Agreement. If any part of this clause (except the class-action waiver) is found unenforceable, the remainder remains in effect. If the class-action waiver is deemed invalid, the entire arbitration clause is null, and exclusive jurisdiction shall reside in the courts of British Columbia, Canada.

• Injunctive Relief: Notwithstanding the foregoing, TMS Media may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or confidential information.

 

 

16. Compliance with Laws

You are solely responsible for ensuring compliance with all applicable advertising, data-protection, and telemarketing laws.

 

All social-media and marketing content you publish remains your responsibility.

 

17. Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, cyberattacks, government actions, or pandemics.

 

18. Integration

These Terms, together with the incorporated addenda and policies, constitute the entire Agreement between you and TMS Media and supersede all prior versions.

 

If any provision is found invalid, the remainder remains enforceable.

 

19. Contact

Email: [email protected]