Terms and conditions

Effective Date: July 17, 2026
Last Updated: October 23, 2026

These Terms and Conditions (“Terms”) govern your access to and use of the Media Resellers website, including media-resellers.com and its related pages, forms, portals, content, communities, and digital resources (collectively, the “Site”), as well as any consultation, course, coaching program, mastermind, marketing service, sales service, implementation service, digital product, or other service offered by Media Resellers LLC.

These Terms constitute a legally binding agreement between you and:

Media Resellers LLC
10924 Cardinal Crest Lane
Las Vegas, Nevada 89144
United States
Email: [email protected]

In these Terms, “Media Resellers,” “Company,” “we,” “us,” and “our” refer to Media Resellers LLC. “You,” “your,” and “Client” refer to the individual or organization accessing the Site or receiving Services.

Please read these Terms carefully.

By accessing the Site, submitting a form, scheduling a consultation, creating an account, purchasing or accessing a product or Service, signing a proposal or order form, or clicking a button or checkbox indicating your acceptance, you agree to these Terms and our Privacy Policy.

If you do not agree, you must not use the Site or purchase or access our Services.

1. Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Site or purchase Services.

If you access the Site or purchase Services on behalf of a company, partnership, nonprofit organization, or other entity, you represent that:

1. you have authority to bind that entity;
2. the information you provide is accurate and complete; and
3. the entity accepts and is responsible for complying with these Terms.

Our Services are designed primarily for entrepreneurs, professionals, and businesses. Nothing in these Terms limits any mandatory consumer right that cannot legally be waived.

2. Our Services

Media Resellers may provide services and resources including:

• sales strategy and conversion systems;
• marketing strategy and campaign development;
• content and digital presence strategy;
• sales funnels and customer journey development;
• CRM, automation, analytics, and technology implementation;
• business growth consulting;
• coaching and mastermind programs;
• courses, workshops, recordings, templates, and digital resources;
• current-state analysis, goal setting, and performance planning;
• implementation support; and
• free or paid consultations.

The exact scope, deliverables, timeline, fees, responsibilities, and performance standards for a paid engagement will ordinarily be described in a proposal, service agreement, statement of work, order form, invoice, checkout page, or similar document.

We may add, modify, replace, or discontinue offerings at any time. Changes will not reduce Services already purchased except where reasonably necessary because of legal requirements, safety issues, platform changes, or circumstances outside our reasonable control.

3. Additional agreements and order of precedence

Certain Services may be subject to additional written terms, including a:

• proposal;
• master services agreement;
• statement of work;
• order form;
• subscription agreement;
• program agreement;
• checkout disclosure;
• data processing agreement; or
• other written agreement accepted by both parties.

These documents are collectively referred to as a “Service Agreement.”

If there is a conflict between documents, the following order will apply unless the Service Agreement expressly states otherwise:

1. the applicable statement of work or order form;
2. the applicable master services agreement or program agreement;
3. these Terms;
4. the Privacy Policy.

A Service Agreement may modify these Terms only for the Services covered by that agreement.

4. Free consultations and preliminary discussions

Media Resellers may offer a free, no-obligation strategy session or introductory consultation.

A free consultation:

• does not require either party to enter into a paid engagement;
• does not create an exclusive relationship;
• does not guarantee that we will accept a project;
• is based on the information you provide;
• is not a promise of any particular business result; and
• does not create a legal, financial, tax, accounting, medical, or fiduciary relationship.

Any strategy, estimate, timeline, recommendation, or pricing discussed before a Service Agreement is signed is preliminary and may change after we review your business, technology, data, accounts, requirements, and available resources.

Proposals may expire on the date stated in the proposal. If no expiration date is stated, the proposal may be withdrawn or revised at any time before acceptance.

5. Client responsibilities

The quality and timing of our work depend heavily on your cooperation.

You agree to:

1. provide complete, accurate, and timely information;
2. disclose any fact that may materially affect the Services;
3. provide required content, credentials, approvals, access, and feedback;
4. maintain secure backups of your systems, accounts, data, and content;
5. appoint a person authorized to provide instructions and approvals;
6. review deliverables carefully before publication or implementation;
7. obtain any required legal, regulatory, platform, or professional review;
8. comply with applicable laws and third-party platform rules; and
9. pay all agreed fees and third-party costs on time.

We may rely on instructions and approvals provided by you or your authorized representatives.

Delays caused by missing information, delayed approvals, unavailable personnel, inaccessible systems, inaccurate instructions, changing requirements, or other Client-controlled circumstances may result in:

• revised timelines;
• rescheduled work;
• additional fees;
• suspension of Services; or
• removal of the affected deliverable from scope.

Unless a Service Agreement states otherwise, an approval communicated through email, project management software, messaging applications, recorded meetings, or other customary business channels will be treated as authorization to proceed.

6. Marketing, advertising, and sales compliance

When we assist with marketing, sales, advertising, funnels, lead generation, messaging, content, email, SMS, or similar activities, you remain responsible for your business and its claims.

Unless a Service Agreement expressly states otherwise, you are responsible for:

• the legality, safety, and quality of your products and services;
• product claims, advertising claims, and substantiation;
• pricing, promotions, discounts, guarantees, and offers;
• customer service, fulfillment, shipping, returns, and refunds;
• licenses, registrations, disclosures, and permits;
• testimonials, reviews, endorsements, and influencer relationships;
• privacy notices, cookie notices, and data collection practices;
• consent for email, telephone, and text-message communications;
• customer and lead lists supplied to us;
• compliance with advertising platform policies;
• compliance with consumer protection and industry-specific laws; and
• obtaining legal review where appropriate.

You represent that all statements, claims, testimonials, statistics, product information, and supporting evidence you provide are accurate, lawful, and not misleading.

We may refuse, pause, modify, or remove content or campaigns that we reasonably believe are unlawful, deceptive, unsupported, harmful, infringing, or inconsistent with a platform’s policies. Our review does not transfer legal responsibility from you to us.

Unless stated otherwise in writing:

• you are the advertiser, seller, service provider, sender, or merchant of record;
• advertising spend is separate from our professional fees;
• you are responsible for directly funding advertising accounts;
• platform charges and advertising spend are nonrefundable by Media Resellers; and
• you are responsible for customer-facing terms, policies, disclosures, and fulfillment.

7. No guarantee of business results

Media Resellers provides strategy, education, implementation, and support. We do not control the market, your business operations, your customers, third-party platforms, economic conditions, or how consistently you apply our recommendations.

We do not guarantee any specific:

• revenue;
• profit;
• number of leads;
• number of sales;
• conversion rate;
• return on advertising spend;
• audience growth;
• search ranking;
• platform approval;
• campaign performance;
• funding result;
• customer acquisition cost;
• business valuation; or
• personal or professional outcome.

Business results vary and may be affected by your offer, product quality, pricing, positioning, competition, budget, market conditions, implementation, sales ability, available data, compliance, reputation, customer experience, platform changes, and other factors.

Forecasts, projections, strategies, examples, case studies, testimonials, demonstrations, and previous results are provided for informational purposes. They are not promises or guarantees that you will achieve the same or similar results.

You remain responsible for evaluating business risks and deciding whether and how to implement any recommendation.

8. Coaching, courses, and mastermind programs

Our courses, coaching, workshops, mastermind groups, and educational materials are intended for business education and professional development.

They are not:

• legal advice;
• tax or accounting advice;
• investment or financial advice;
• medical advice;
• psychological treatment;
• psychotherapy;
• mental health treatment; or
• a substitute for advice from an appropriately licensed professional.

You are responsible for determining whether a strategy is appropriate for your situation.

Community participation

When participating in a group program or community, you agree to:

• communicate respectfully;
• protect confidential information shared by other participants;
• avoid harassment, threats, discrimination, or abusive conduct;
• avoid unsolicited promotion or solicitation;
• avoid sharing access credentials or paid materials;
• avoid recording private discussions without authorization; and
• comply with program-specific community rules.

We may remove a participant whose conduct is disruptive, unlawful, unsafe, abusive, or harmful to the group. Removal for misconduct does not automatically entitle the participant to a refund.

Although participants may be asked to respect confidentiality, Media Resellers cannot guarantee that another participant will keep information confidential. Do not share trade secrets, passwords, regulated data, or highly sensitive personal information in a group setting.

Neither party may record a private consultation, coaching call, or meeting without providing notice and obtaining any consent required by applicable law and the parties’ agreement.

9. Accounts, portals, and security

Some Services may require an account, portal, community login, or other credentials.

You are responsible for:

• maintaining the confidentiality of your credentials;
• using strong and unique passwords;
• restricting access to authorized users;
• activity occurring through your account;
• promptly updating inaccurate account information; and
• notifying us promptly of suspected unauthorized access.

You may not sell, share, transfer, sublicense, or provide your account access to another person unless we authorize it in writing.

We may suspend access if we reasonably believe an account has been compromised, misused, shared without permission, or used in violation of these Terms.

10. Fees, invoices, and payment

Fees, payment schedules, deposits, retainers, installment arrangements, and billing dates will be stated in the applicable Service Agreement or checkout page.

Unless otherwise stated:

• all fees are stated and payable in U.S. dollars;
• invoices are due by the date stated on the invoice;
• you authorize us and our payment processors to charge the payment method you provide;
• you are responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on our net income;
• third-party costs are separate from our professional fees; and
• processing fees, currency-conversion fees, and bank charges are your responsibility.

If an invoice does not state a payment deadline, payment is due within seven calendar days after the invoice date.

Overdue balances may accrue interest at the lower of:

• 1.5% per month; or
• the maximum amount permitted by law.

We may suspend work, withhold deliverables, remove access, or delay publication while an invoice remains overdue. Timelines will be adjusted to account for the suspension.

You agree to contact us in good faith before initiating a payment dispute or chargeback so that we have a reasonable opportunity to address the issue. This does not waive any right that cannot legally be waived.

11. Deposits, retainers, and advance payments

Unless a Service Agreement states otherwise:

• deposits and retainers reserve capacity and are nonrefundable;
• advance payments may be applied to scheduled work, preparation, onboarding, research, or reserved resources;
• unused retainer balances do not automatically roll over indefinitely; and
• work will not begin until required initial payments have cleared.

A deposit or retainer is not a guarantee that a project will be completed by a particular date unless that deadline is expressly confirmed in writing.

12. Recurring Services and subscriptions

Some Services may be sold on a recurring monthly, quarterly, annual, or other subscription basis.

Recurring billing will apply only when it is disclosed in the applicable Service Agreement or purchase process.

By enrolling in a recurring Service, you authorize us to charge the applicable recurring fee and any disclosed taxes to your payment method at the beginning of each billing period until the subscription is canceled or terminated.

Unless otherwise stated:

• recurring Services renew automatically for successive billing periods;
• cancellation applies to future billing periods;
• cancellation does not reverse charges already incurred;
• partial billing periods are not prorated; and
• unpaid balances remain due after cancellation.

Cancellation instructions will be provided in the applicable Service Agreement, account area, checkout disclosure, or by contacting [email protected].

Where applicable law provides additional cancellation or renewal rights, those rights will apply.

13. Cancellations and refunds

Because many Services involve reserved capacity, customized strategy, immediate digital access, research, onboarding, or work that cannot be returned, fees are generally nonrefundable once work has started or access has been provided.

Unless a Service Agreement or applicable law states otherwise:

1. deposits and retainers are nonrefundable;
2. completed work is nonrefundable;
3. digital products are nonrefundable after access or download is provided;
4. coaching, consulting, workshop, and mastermind fees are nonrefundable after the applicable program or billing period begins;
5. advertising spend and third-party charges are nonrefundable by Media Resellers;
6. missed or unused sessions do not automatically qualify for a refund; and
7. cancellation does not eliminate amounts already owed.

If we terminate a paid engagement for convenience and not because of your breach, we will refund any clearly identifiable prepaid professional fees for Services that we will not provide. Amounts earned for completed work, reserved capacity, noncancelable commitments, and third-party charges may be deducted.

Any refund expressly approved by us will normally be issued to the original payment method.

14. Scheduling and missed meetings

You are responsible for attending scheduled consultations, calls, coaching sessions, and project meetings.

If you need to reschedule, you must provide the notice required by the applicable booking page or Service Agreement.

We may treat a session as used if you:

• do not attend;
• arrive too late to conduct the session effectively;
• cancel without sufficient notice; or
• repeatedly reschedule.

We may reschedule a session because of illness, emergencies, technical problems, or other reasonable circumstances. When we cancel a paid session, we will ordinarily provide a replacement session or other reasonable remedy.

15. Scope changes and additional work

Requests outside the agreed scope may require:

• a revised proposal;
• a change order;
• additional fees;
• additional time; or
• a separate Service Agreement.

Examples include substantial revisions, additional campaigns, new platforms, added integrations, changed business requirements, additional meetings, additional content, rebuilding previously approved work, or resolving problems caused by third-party systems or unauthorized changes.

We are not obligated to perform out-of-scope work until the parties agree on the applicable terms.

16. Client materials

“Client Materials” include content, trademarks, logos, images, videos, customer data, lead lists, product information, account credentials, software, documents, testimonials, claims, instructions, and other materials you provide or make available to us.

You retain ownership of your Client Materials.

You grant Media Resellers and its authorized contractors a limited, nonexclusive, worldwide license to access, host, copy, modify, display, transmit, and otherwise use Client Materials as reasonably necessary to:

• provide the Services;
• create and test deliverables;
• communicate with you;
• operate approved campaigns;
• maintain backups and records; and
• meet legal and contractual obligations.

You represent and warrant that:

1. you own or have all necessary rights to the Client Materials;
2. our authorized use will not infringe another person’s rights;
3. the Client Materials are accurate and lawful;
4. any personal data was collected and shared lawfully; and
5. you have obtained all required permissions and consents.

You remain responsible for retaining original copies and backups of Client Materials.

17. Media Resellers intellectual property

The Site and our underlying business materials are owned by Media Resellers or our licensors.

This includes our:

• trademarks and branding;
• website content;
• frameworks and methodologies;
• sales and marketing systems;
• processes and know-how;
• templates and checklists;
• course and coaching materials;
• presentations and recordings;
• software, code, scripts, and automations;
• prompts, formulas, structures, and workflows;
• research and documentation; and
• pre-existing and reusable materials.

These are referred to as “Company Materials.”

Except for the limited rights expressly granted under these Terms or a Service Agreement, no ownership rights in Company Materials are transferred to you.

You may not reproduce, resell, publish, distribute, sublicense, share, white-label, reverse engineer, commercially exploit, or create a competing product from Company Materials without our prior written permission.

18. Ownership of custom deliverables

Unless a Service Agreement states otherwise, ownership of final custom deliverables created specifically for you will transfer to you only after we receive full payment of all amounts due for those deliverables.

The transfer does not include:

• Company Materials;
• third-party materials;
• licensed stock assets;
• open-source software;
• platform-owned materials;
• fonts, plugins, software, or media subject to separate licenses;
• internal tools and working files;
• unused concepts;
• rejected drafts;
• generalized knowledge, skills, processes, and methods; or
• materials not expressly identified as final deliverables.

To the extent Company Materials are embedded in a paid final deliverable, we grant you a perpetual, nonexclusive, nontransferable license to use those embedded materials as part of that deliverable for your legitimate business purposes.

You may not extract and resell embedded Company Materials as a standalone product.

Drafts, working files, rejected concepts, and internal production materials remain our property unless the Service Agreement expressly includes them.

19. Portfolio and case-study use

Unless you object in writing before the work is publicly released, Media Resellers may:

• identify you as a Client;
• display your name and logo in a client list;
• link to publicly available work;
• display final public-facing deliverables in our portfolio; and
• provide a factual description of the Services performed.

We will not publicly disclose nonpublic financial data, confidential strategy, customer data, login credentials, or sensitive business information without additional permission.

Testimonials, detailed case studies, performance metrics, and recorded endorsements will be used only with appropriate authorization.

20. Feedback

If you voluntarily provide suggestions, ideas, reviews, comments, or feedback about the Site or Services, you grant us a perpetual, worldwide, royalty-free right to use that feedback to improve and promote our business.

This does not authorize us to disclose your confidential information or falsely attribute a statement to you.

21. Third-party platforms and services

Our Services may involve third-party platforms, including advertising networks, social media services, CRM systems, analytics providers, ecommerce platforms, payment processors, hosting companies, email providers, automation tools, scheduling tools, communication platforms, plugins, and software vendors.

Third-party services are governed by their own terms, policies, pricing, availability, and technical limitations.

Media Resellers does not control and cannot guarantee:

• approval of an account, advertisement, product, or campaign;
• continued access to a platform;
• uninterrupted availability;
• preservation of data;
• unchanged pricing or features;
• accuracy of third-party analytics;
• continued API or integration access;
• compatibility after a platform update; or
• reversal of a third-party suspension or enforcement action.

You are responsible for reviewing and complying with third-party terms and maintaining required licenses and subscriptions.

Unless stated otherwise, third-party fees are paid directly by you and are not included in our fees.

We are not responsible for losses caused by a third-party outage, policy decision, account restriction, security incident, algorithm change, integration failure, service discontinuation, or other action outside our reasonable control.

22. Automation and AI-assisted tools

Media Resellers may use software, automation, analytics, machine-learning systems, and AI-assisted tools to support research, ideation, drafting, analysis, organization, optimization, and delivery of Services.

Any use of these tools will remain subject to our confidentiality and contractual obligations.

Unless a Service Agreement expressly prohibits it, you acknowledge that:

• some drafts or recommendations may be created with automated assistance;
• automated output may contain inaccuracies or require editing;
• outputs must be reviewed before publication or business use;
• automated systems do not replace legal or professional review; and
• third-party tools may be subject to their own terms and limitations.

You remain responsible for approving final public claims, offers, communications, and materials.

23. Acceptable use

You may use the Site only for lawful purposes.

You may not:

1. violate any applicable law or regulation;
2. interfere with the Site’s operation or security;
3. attempt unauthorized access to a system, account, server, or database;
4. introduce malware, malicious code, or harmful automation;
5. scrape, crawl, harvest, or extract Site content without authorization;
6. impersonate another person or misrepresent your identity;
7. use the Site to distribute spam or unlawful communications;
8. infringe intellectual property, privacy, or publicity rights;
9. remove copyright, trademark, or ownership notices;
10. reproduce or commercially exploit Site content without permission;
11. share paid content or account access without authorization;
12. use Site materials to create a substantially competing course, service, database, model, or product;
13. use automated tools in a way that places an unreasonable load on the Site; or
14. encourage another person to do any of the above.

We may investigate suspected misuse and cooperate with lawful requests from authorities.

24. Communications and text messaging (SMS)

By providing your contact information, you authorize us to send communications reasonably related to:

• your inquiry;
• a scheduled consultation;
• your account;
• a transaction;
• a purchased Service;
• project administration;
• billing;
• security;
• policy changes; and
• customer support.

We send text messages only to people who have separately opted in to our text messaging program, as described under “Text messaging (SMS) program” below.

Marketing emails will include an unsubscribe option where required.

Consent to receive promotional communications is not a condition of purchasing Services where prohibited by law.

Marketing calls and automated calls will be made only when we have the consent required for that type of communication. You may withdraw consent through the method provided in the communication or by contacting us.

Opting out of marketing communications does not prevent us from sending necessary transactional, security, billing, or service-related communications by email or phone. Replying STOP to our text messages stops all text messages from us, as described below.

Text messaging (SMS) program

Program. Media Resellers LLC operates a text messaging program for people who request information about, schedule, or use our Services.

Messages you may receive. Depending on the consent you give:

• Non-marketing messages: replies to your inquiry, strategy session scheduling, confirmations and reminders, customer care, and account, billing, and service updates.
• Marketing messages: events, coaching, and podcast content. We send these only if you separately opt in to marketing messages.

How to opt in. Enter your mobile number and check an optional text message consent box on the form on our Get Started page. The boxes are not pre-checked, marketing and non-marketing consent are requested separately, and consent is not a condition of any purchase or of submitting the form.

Message frequency. Message frequency varies based on your inquiry, appointments, account activity, and the messages you opted in to receive.

Message and data rates. Message and data rates may apply for any messages sent to you from us and to us from you. Contact your wireless provider for details about your plan.

How to opt out. You can cancel the SMS service at any time. Just reply STOP to any text message from us. After you reply STOP, you will receive a one-time message confirming that you have been unsubscribed, and we will not send you further text messages unless you opt in again. We also honor other reasonable opt-out requests, such as replies of QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE.

How to opt back in. To receive text messages again after opting out, reply START or UNSTOP to our number.

Help. Reply HELP to any text message from us for help, or contact us at [email protected] or +1 (786) 891-1943.

Carrier disclaimer. Carriers are not liable for delayed or undelivered messages.

Eligibility. You must be at least 18 years old and the account holder or an authorized user of the mobile number you provide.

Privacy. We do not sell, rent, or share your mobile number, text messaging opt-in data, or consent with third parties or affiliates for marketing or promotional purposes. If you have any questions regarding privacy, please read our Privacy Policy: https://media-resellers.com/privacy-policy/

Compliance. We operate this program in line with the CTIA Messaging Principles and Best Practices and applicable law, including the Telephone Consumer Protection Act.

25. Privacy and data protection

Our collection and use of personal information are described in our Privacy Policy, which is incorporated into these Terms.

When we process personal data on your behalf as part of paid Services, additional data-processing terms may apply.

You must not provide us with highly sensitive, regulated, or legally restricted information unless:

1. it is necessary for the agreed Services;
2. you have informed us in advance;
3. the parties have agreed on appropriate safeguards; and
4. the disclosure is lawful.

You are responsible for ensuring that personal data, customer lists, lead information, and account access you provide were obtained and shared lawfully.

26. Third-party links and content

The Site may contain links to third-party websites, resources, products, or services.

Links are provided for convenience and do not necessarily mean that we endorse or control the third party.

We are not responsible for third-party content, security, availability, privacy practices, representations, products, or services. Your use of a third-party website is at your own risk and subject to that third party’s terms.

27. Copyright and trademark complaints

We respect intellectual property rights.

If you believe content on the Site infringes your copyright or trademark, send a written notice to [email protected] containing:

• your name and contact information;
• identification of the protected work or mark;
• identification and location of the allegedly infringing material;
• a statement explaining your claim;
• a statement that the information provided is accurate; and
• confirmation that you are authorized to act for the rights holder.

We may remove or restrict access to disputed material while reviewing a claim.

28. Confidentiality

During a paid engagement, either party may receive nonpublic information that a reasonable person would understand to be confidential.

Confidential information may include business plans, pricing, strategies, processes, customer information, credentials, analytics, financial information, technology, and trade secrets.

Each party agrees to:

• use confidential information only for the engagement;
• protect it using reasonable care;
• disclose it only to personnel and contractors who need it and are subject to confidentiality obligations; and
• not disclose it to another person without authorization.

Confidential information does not include information that:

1. becomes public without breach of an obligation;
2. was lawfully known without restriction;
3. is received lawfully from another source;
4. is independently developed without using the confidential information; or
5. must be disclosed by law or valid legal process.

Where legally permitted, the receiving party will provide reasonable notice before a required disclosure.

These confidentiality obligations continue for three years after the applicable engagement ends. Trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.

29. Suspension and termination

We may suspend or terminate access to the Site or Services if:

• you materially breach these Terms or a Service Agreement;
• payment is overdue;
• your conduct creates a security, legal, reputational, or operational risk;
• you misuse an account, community, or platform;
• you engage in abusive, threatening, or unlawful conduct;
• continuing the Services would violate law or third-party rules; or
• a required platform or resource becomes unavailable.

Where reasonably practical, we will provide notice and an opportunity to correct a curable breach.

You may terminate paid Services only in accordance with the applicable Service Agreement.

Upon termination:

• all earned and outstanding fees become due;
• access to paid programs and resources may end;
• licenses conditioned on payment may be withheld or revoked;
• each party must stop using the other party’s confidential information, subject to lawful retention requirements; and
• provisions intended to survive will remain effective.

Sections concerning payments, intellectual property, confidentiality, disclaimers, liability, indemnification, disputes, and general legal provisions survive termination.

30. Disclaimer of warranties

To the fullest extent permitted by law, the Site, free content, and free resources are provided on an “as is” and “as available” basis.

We do not warrant that:

• the Site will always be available;
• the Site will be error-free or uninterrupted;
• every defect will be corrected;
• information will always be complete or current;
• a particular platform or integration will remain available;
• files will be free from every harmful component; or
• use of the Site or Services will produce a specific result.

Paid Services will be performed in accordance with the applicable Service Agreement. Except for express written commitments, we disclaim implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement to the extent permitted by law.

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, exclusions apply only to the extent legally permitted.

31. Limitation of liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost opportunities, lost goodwill, loss of data, or business interruption, arising from or related to the Site or Services.

Media Resellers’ total aggregate liability arising from a paid Service will not exceed the total professional fees you paid to Media Resellers for the specific Service giving rise to the claim during the six months immediately preceding the event giving rise to liability.

For claims arising solely from use of the free Site or free content, our total aggregate liability will not exceed one hundred U.S. dollars.

These limitations apply regardless of the legal theory asserted and even if a party was advised that damages were possible.

Nothing in these Terms excludes or limits:

• payment obligations;
• liability for fraud or intentional misconduct;
• liability for gross negligence where it cannot legally be limited;
• liability that applicable law does not permit the parties to exclude; or
• remedies expressly provided in a Service Agreement.

The limitations reflect the allocation of risk between the parties and are an essential basis of the agreement.

32. Indemnification

You agree to defend, indemnify, and hold harmless Media Resellers LLC and its owners, officers, employees, contractors, and agents from third-party claims, losses, damages, penalties, liabilities, judgments, and reasonable legal expenses arising from:

1. Client Materials;
2. your products, services, claims, offers, customers, or business operations;
3. your violation of law or third-party platform rules;
4. your unauthorized or unlawful marketing communications;
5. your breach of these Terms or a Service Agreement;
6. your infringement of another person’s rights;
7. inaccurate information or instructions you provided; or
8. account access or activity under your control.

This obligation does not apply to the extent a claim was directly caused by Media Resellers’ gross negligence, intentional misconduct, or material breach.

We will provide reasonable notice of an indemnified claim and may participate in the defense. You may not settle a claim in a way that admits wrongdoing by Media Resellers or imposes an obligation on Media Resellers without our written consent.

33. Force majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• fire;
• epidemic or pandemic;
• war, terrorism, or civil unrest;
• labor disruption;
• government action;
• utility failure;
• internet or telecommunications failure;
• cyberattack;
• hosting failure;
• third-party platform outage;
• software or API discontinuation;
• payment-network interruption; or
• illness, emergency, or loss of a critical resource.

The affected party will use commercially reasonable efforts to reduce the impact and resume performance.

Payment obligations for Services already provided are not excused by this section.

34. Dispute resolution

Before filing a formal claim, the complaining party must send written notice describing:

• the party’s name and contact information;
• the relevant facts;
• the specific issue;
• the requested resolution; and
• any supporting documents.

Notices to Media Resellers must be sent to [email protected] with the subject line “Legal Dispute Notice” and may also be mailed to our address stated above.

The parties will attempt in good faith to resolve the dispute for at least 30 days after the notice is received before beginning litigation, unless emergency injunctive relief is reasonably necessary.

35. Governing law and venue

These Terms and any dispute arising from the Site or Services are governed by the laws of the State of Nevada, without regard to conflict-of-law principles.

Subject to any mandatory law that applies, the state and federal courts located in Clark County, Nevada will have exclusive jurisdiction over disputes arising from these Terms or the Services.

Each party consents to personal jurisdiction and venue in those courts.

Nothing prevents either party from seeking temporary or injunctive relief to protect confidential information, intellectual property, account security, or systems.

36. International users

The Site may be accessible outside the United States.

We do not represent that the Site or every Service is appropriate or legally available in every country.

You are responsible for complying with laws applicable to you in your location. If mandatory local consumer law gives you rights that cannot be waived, these Terms will not limit those rights.

37. Changes to these Terms

We may update these Terms to reflect changes in our Services, technology, operations, or legal obligations.

The updated Terms will be posted with a revised “Last Updated” date.

Changes apply prospectively from their effective date. Material changes will not retroactively alter an existing paid engagement where additional consent is legally or contractually required.

Your continued use of the Site after updated Terms become effective constitutes acceptance of the updated Terms.

You should retain a copy of the Terms that applied when you purchased a Service.

38. Electronic communications and signatures

You agree that electronic records, notices, disclosures, approvals, checkboxes, signatures, and communications may satisfy legal requirements for written records and signatures.

You consent to receive agreements, invoices, notices, and other records electronically.

You are responsible for keeping your email address and contact information current.

39. Independent contractor relationship

Media Resellers is an independent contractor.

Nothing in these Terms creates a partnership, employment relationship, franchise, joint venture, agency, fiduciary relationship, or authority for either party to bind the other.

Unless stated in writing, the Services are nonexclusive, and we may provide services to other clients, including businesses in similar industries.

40. General provisions

Entire agreement

These Terms, the Privacy Policy, and applicable Service Agreements constitute the entire agreement concerning their subject matter and replace prior discussions or representations concerning that subject matter.

No waiver

A failure to enforce a provision is not a waiver of the right to enforce it later.

Severability

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

Assignment

You may not assign your rights or obligations without our written consent. We may assign these Terms as part of a merger, acquisition, restructuring, financing, sale of assets, or transfer of the relevant business operations.

No third-party beneficiaries

These Terms do not create rights for anyone other than you and Media Resellers, except for parties expressly protected by the indemnification and liability provisions.

Headings

Headings are provided for convenience and do not limit the meaning of a provision.

Interpretation

Words such as “including” and “includes” mean “including without limitation.”

41. Contact information

Questions concerning these Terms may be directed to:

Media Resellers LLC
10924 Cardinal Crest Lane
Las Vegas, Nevada 89144
United States

Email: [email protected]