Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Oryvand Media Ltd ("Company," "we," "us," or "our"), a Canadian corporation registered in Alberta with VAT number 815039274 RT 0001, with principal offices located at 150 9 Ave SW, Calgary, AB T2P 3H9, Canada.

By accessing, browsing, or using any of our services, websites, or platforms (collectively, the "Services"), you 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 discontinue use of our Services immediately.

2. Services Description

Oryvand Media Ltd provides transparent programmatic audits, fraud detection, performance analytics, and digital advertising quality assurance services ("Services") to clients across Western Canada and beyond.

Our Services include but are not limited to:

• • Programmatic advertising audits and verification
• • Ad fraud detection and prevention analysis
• • Digital campaign performance reporting
• • Media quality assessments and recommendations
• • Data analysis and insights delivery
• • Consulting and strategic advisory services

Service specifications, deliverables, timelines, and pricing will be detailed in individual service agreements or proposals executed between the parties.

3. Eligibility and Account Registration

You represent and warrant that:

• • You are at least 18 years of age or the age of majority in your jurisdiction
• • You have the authority to enter into binding agreements on behalf of your organization
• • You are not located in a jurisdiction where our Services are prohibited
• • All information you provide during registration is accurate, complete, and current

If you register for an account, you agree to maintain the confidentiality of your login credentials and are responsible for all activities conducted under your account. You must notify us immediately of any unauthorized use of your account.

4. Intellectual Property Rights

All content, materials, designs, code, data, reports, methodologies, and tools provided through our Services, including but not limited to text, graphics, logos, images, software, and documentation ("Our IP"), are the exclusive property of Oryvand Media Ltd or our licensors and are protected by Canadian and international intellectual property laws.

Subject to these Terms and your compliance therewith, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes. You may not:

• • Reproduce, modify, adapt, translate, or create derivative works
• • Reverse engineer, decompile, or attempt to discover the source code
• • Remove, obscure, or alter any proprietary notices or labels
• • Sell, license, rent, lease, or otherwise commercially exploit the Services
• • Use the Services for competitive benchmarking or unauthorized purposes

5. Client Data and Confidentiality

You retain all ownership rights to data, information, and materials you provide to us ("Client Data"). You grant us a worldwide, royalty-free license to process, analyze, and utilize Client Data solely to deliver the Services and improve our offerings.

We are committed to protecting your Client Data and maintaining its confidentiality in accordance with our Privacy Policy and applicable Canadian privacy laws, including PIPEDA (Personal Information Protection and Electronic Documents Act) and provincial legislation.

Notwithstanding the foregoing, we may disclose Client Data:

• • To comply with legal obligations, court orders, or regulatory requirements
• • To protect our legal rights, privacy, or safety
• • To prevent fraud, security breaches, or illegal activity
• • To trusted service providers bound by confidentiality obligations

6. User Conduct and Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• • Violating any applicable laws, regulations, or third-party rights
• • Transmitting malware, viruses, or harmful code
• • Engaging in hacking, unauthorized access, or system interference
• • Harassing, threatening, defaming, or abusing others
• • Spam, phishing, or deceptive practices
• • Copyright or intellectual property infringement
• • Impersonation or misrepresentation of identity
• • Soliciting passwords or sensitive information
• • Circumventing security measures or rate limits
• • Reselling or redistributing our Services without authorization

Violation of these provisions may result in immediate suspension or termination of your access without liability to us.

7. Payment Terms and Billing

Pricing for Services will be specified in individual service agreements, proposals, or on our website. Unless otherwise agreed, payment terms are Net 30 days from invoice issuance.

Payment must be made in Canadian dollars via bank transfer, credit card, or other methods specified in your invoice. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

We reserve the right to:

• • Modify pricing with 30 days' written notice
• • Suspend Services for non-payment
• • Pursue collection remedies for outstanding balances

8. Term and Termination

These Terms commence upon your first use of our Services and continue until terminated by either party. Either party may terminate the relationship at any time by providing written notice to the other party.

Specific service agreements may contain different terms regarding notice periods, cancellation fees, or early termination penalties as agreed upon in writing.

Upon termination:

• • Your license to use the Services immediately ceases
• • You must cease all use of our Services and materials
• • Outstanding invoices remain due and payable
• • We may delete Client Data after a reasonable retention period

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ORYVAND MEDIA LTD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $500 IF NO PAYMENT HAS BEEN MADE.

10. Warranties and Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• • The Services will be error-free, uninterrupted, or secure
• • Our findings will be 100% accurate or eliminate all fraud
• • Third-party services or integrations will function correctly
• • Client Data will be permanently stored or recovered after deletion

11. Indemnification

You agree to indemnify, defend, and hold harmless Oryvand Media Ltd and its officers, directors, employees, agents, and successors from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• • Your use of the Services in violation of these Terms
• • Your violation of applicable law or regulations
• • Your infringement of third-party intellectual property rights
• • Client Data you provide that violates third-party rights
• • Any claim arising from your use of the Services

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to conflict of law principles. You irrevocably consent to the exclusive jurisdiction of the courts located in Calgary, Alberta for resolution of any disputes.

13. Dispute Resolution

Before pursuing litigation, the parties agree to attempt good-faith negotiation and mediation. Any legal action shall be preceded by written notice specifying the dispute and a 30-day resolution period.

14. Privacy and Data Protection

Your use of our Services is subject to our Privacy Policy. We comply with applicable Canadian privacy legislation, including PIPEDA, and provincial privacy laws. By using the Services, you consent to our collection, processing, and use of your information as described in our Privacy Policy.

15. Third-Party Links and Services

Our Services may contain links to third-party websites, applications, and services that we do not control or endorse. We are not responsible for the content, accuracy, or practices of third-party services. Your use of third-party services is subject to their terms and privacy policies.

16. Modifications to Terms and Services

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or notice on our website at least 30 days in advance. Your continued use of the Services following such notice constitutes acceptance of the modified Terms.

We may also modify, suspend, or discontinue any Service or feature with or without notice. We are not liable for any such modifications or discontinuance.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from these Terms. The remaining provisions shall remain in full force and effect.

18. Entire Agreement

These Terms, together with our Privacy Policy and any executed service agreements, constitute the entire agreement between you and Oryvand Media Ltd concerning the Services and supersede all prior agreements, understandings, and negotiations.

19. Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing by the waiving party.

20. Contact Information

For questions about these Terms of Service or to report a violation, please contact us: