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NoMax Media Services, LLC Terms of Service Agreement

1. Introduction and Acceptance of Terms
   
   These Terms of Service (“Terms,” “Agreement”) govern your access to and use of the NoMax Media Services, LLC (“NoMax”) platform (the “Platform”) and all related services, features, data, tools, and applications (collectively, the “Services”). By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms. If you do not agree, you must discontinue use immediately. You further acknowledge that NoMax reserves the right, in its sole discretion and without limitation, to modify, suspend, or terminate the Services, accounts, or these Terms at any time without notice and without liability of any kind.



2. Eligibility Requirements
   
   You must be at least 18 years of age and possess the legal capacity to enter into binding agreements. You represent and warrant that all information provided to NoMax is accurate, truthful, and current. Providing false or misleading information constitutes a material breach of these Terms. NoMax reserves the absolute right to refuse or revoke membership at its discretion regardless of compliance with stated requirements.



3. Independent Contractor Relationship
   
   Your participation is as an independent contractor only. Nothing in these Terms shall be construed to create an employment relationship, joint venture, partnership, or agency relationship. NoMax shall issue IRS Form 1099 to qualifying U.S.-based members. You are solely responsible for reporting and paying all applicable federal, state, and local taxes. You waive any claims to employee benefits, wage protections, unemployment compensation, or any similar rights available to employees. By joining NoMax and being paid as a contractor, you further agree that NoMax has exclusive
   
   representation of its members. You will refrain from participation in any other paid media services programs without the expressed written consent of NoMax. You agree to bring forth any new programs to NoMax so that they may be explored and vetted for use by NoMax membership. If NoMax deems a program not of use to its members, you may not engage in the program without NoMax’s written permission. Engagement in unauthorized programs may lead to termination without prior notice.



4. Ownership of Digital Profiles and Content
   
   All information, data, content, identifiers, demographic details, metadata, derivative works, algorithms, compilations, statistical models, account registrations, usernames, handles, logins, passwords, security credentials, and any other material you provide, submit, create, or that is generated on your behalf through the Platform, or that is created in connection with third-party platforms, social media programs, or digital accounts under your name as part of your participation in the Services (collectively, the “Member Data and Accounts”), shall, upon creation or submission, immediately and irrevocably vest in and remain the sole and exclusive property of NoMax Media Services, LLC (“NoMax”).
   
   By using the Platform, you irrevocably assign, transfer, and convey to NoMax all right, title, and interest in and to the Member Data and Accounts, including without limitation:
   (a) intellectual property rights,
   (b) account ownership rights,
   (c) database rights,
   (d) proprietary and contractual interests, and
   (e) any rights associated with monetary, advertising, promotional, or digital assets created in connection with such accounts.
   This assignment is automatic, requires no further documentation or action, and is without obligation of additional notice or compensation to you.
   
   You acknowledge, affirm, and expressly agree that:
   (a) you retain no rights whatsoever in the Member Data and Accounts;
   (b) you shall have no claim to retrieval, export, retention, deletion, modification, continued access, or transfer of the Member Data and Accounts, either during membership or after termination; and
   (c) any and all digital accounts, social media profiles, platform registrations, revenue streams, balances, credits, payments, or assets (monetary or otherwise) associated with the Member Data and Accounts are owned exclusively by NoMax and shall not be construed as belonging to you, whether in whole or in part.
   
   You agree to make a good faith effort to engage with the Platform and provide Member Data that is truthful, accurate, and complete to the best of your knowledge when creating, updating, or maintaining your Digital Profile and any related accounts. Any intentional misrepresentation, omission, or failure to cooperate shall constitute a material breach of these Terms.
   
   Subject strictly to compliance with these Terms, NoMax may at its discretion grant you a personal, revocable, non-exclusive, non-transferable, and conditional license to access and maintain your Digital Profile during your period of membership. This license conveys no ownership rights, intellectual property rights, portability rights, claim to revenues, or expectation of continuity.
   
   To the maximum extent permitted under applicable law, you hereby knowingly, voluntarily, and irrevocably waive any and all moral rights, rights of attribution, authorship rights, account-related rights, and any similar rights in connection with the Member Data and Accounts, whether present or future, known or unknown.
   
   NoMax may, at its sole discretion and without restriction, indefinitely store, archive, analyze, reproduce, sublicense, commercialize, sell, transfer, license, distribute, or otherwise exploit the Member Data and Accounts, including any associated revenues, digital assets, or account-based values, for internal business operations, third-party partnerships, commercial licensing, data analytics, advertising, or other lawful purposes.
   
   You expressly agree and acknowledge that any and all accounts created in your name or through your identity in connection with the Services—including but not limited to social media accounts, third-party platform accounts, advertising program accounts, and accounts containing monetary or digital assets—shall be deemed to be owned by and under the sole control of NoMax. You waive any and all rights, title, or interest in such accounts and assets, and you further agree not to assert or attempt to assert any claim of ownership, access, control, or entitlement thereto.
   
   The provisions of this Section 4 shall survive expiration, suspension, or termination of this Agreement for any reason and shall remain binding and enforceable in perpetuity, to the maximum extent permitted by law.



5. Collection, Use, and Disclosure of Personal Information
   
   NoMax collects, stores, and processes personal information including but not limited to name, contact information, demographic details, and government-issued identification for the purpose of verifying member authenticity and preventing fraudulent accounts. You expressly consent to the disclosure of such information to third-party partners, including but not limited to social media platforms, advertising networks, and regulatory authorities, where reasonably necessary to provide Services or ensure compliance. NoMax may retain and utilize member data indefinitely, even following termination, for legitimate business purposes, legal compliance, and risk management.



6. Platform Conduct and Member Obligations
   
   You agree to comply with all applicable laws and refrain from engaging in conduct that disrupts, interferes with, or otherwise negatively impacts the Platform or other members. You shall not create multiple accounts, impersonate others, misrepresent your identity, or use the Platform in a fraudulent or abusive manner. Violation of these obligations may result in immediate suspension or permanent termination without notice, forfeiture of compensation, and possible legal action.



7. Compensation, Payments, and Financial Terms
   
   Payments are based on revenue generated by the application of your Digital Profile to third-party social media monetization programs. NoMax retains discretion regarding calculation, timing, and disbursement of payments. Payments, when applicable, are made monthly, but NoMax makes no guarantee of regularity, amount, or continued availability of compensation. NoMax may withhold or offset payments in the event of suspected fraud, breach of these Terms, regulatory inquiries, or unresolved disputes.



8. Service Availability, Suspension, and Termination
   
   NoMax does not guarantee continuous, uninterrupted, or error-free operation of the Platform. The Services are provided strictly 'as is' and 'as available.' NoMax reserves the unilateral right to suspend, restrict, or terminate your membership at any time, with or without notice, and for any or no reason. You acknowledge and agree that upon termination, you forfeit all rights to compensation not yet disbursed and any continued access to the Platform.



9. Intellectual Property Rights and License Grants
   
   All intellectual property associated with the Platform, including trademarks, service marks, trade secrets, databases, and proprietary technology, is and shall remain the sole property of NoMax. You are granted only a limited, revocable license to use the Platform for personal contractor participation. Any unauthorized use constitutes a breach and may result in termination or legal action.



10. Third-Party Services, Partners, and Integrations
    
    The Platform may integrate with, rely upon, or provide links to third-party services. NoMax does not endorse, control, or assume liability for third-party services. You acknowledge that third-party terms and policies may apply and that NoMax is not responsible for their availability, accuracy, or practices.



11. Representations and Warranties of Members
    
    You represent and warrant that you will comply with these Terms and all applicable laws and regulations. You further represent that you will not infringe upon the rights of NoMax, its partners, or other third parties through your use of the Platform.



12. Indemnification Obligations
    
    You agree to indemnify, defend, and hold harmless NoMax, its affiliates, officers, employees, contractors, and agents from any and all claims, damages, liabilities, and expenses arising out of or related to your participation, breach of these Terms, or unlawful conduct.



13. Disclaimer of Warranties and Limitation of Liability
    
    The Platform and Services are provided without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. To the fullest extent permitted by law, NoMax disclaims liability for any indirect, incidental, consequential, or punitive damages, including lost income or data. Your sole remedy for dissatisfaction with the Services is to discontinue use of the Platform.



14. Governing Law, Jurisdiction, and Venue
    
    This Agreement is governed exclusively by the laws of the State of Wyoming, without regard to conflicts-of-law principles. All disputes must be brought individually in the state or federal courts located within Wyoming. You consent to the personal jurisdiction of such courts.



15. Arbitration Agreement and Class Action Waiver
    
    You agree that any disputes may, at NoMax’s discretion, be resolved by binding arbitration conducted in Wyoming, in accordance with rules established by NoMax or its designated arbitration provider. You waive any right to participate in class actions, collective proceedings, or consolidated claims against NoMax.



16. Modifications and Amendments to Terms
    
    NoMax may revise, modify, or replace these Terms at any time. Continued use of the Platform constitutes acceptance of updated Terms. It is your responsibility to review these Terms periodically for changes.



17. Notices and Communications
    
    NoMax may provide notices to you electronically via email, in-app messaging, or postings on the Platform. Such notices are deemed effective upon transmission. You agree to maintain accurate contact information and regularly monitor communications from NoMax.



18. Assignment and Transfer Restrictions
    
    You may not assign, transfer, or sublicense your rights or obligations under these Terms without prior written consent from NoMax. NoMax may freely assign its rights and obligations without restriction.



19. Severability and Survival
    
    If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in effect. Provisions relating to ownership, indemnification, limitation of liability, and dispute resolution shall survive termination.



20. Force Majeure Events
    
    NoMax shall not be liable for delays, failures, or disruptions caused by events beyond its reasonable control, including but not limited to natural disasters, acts of God, cyberattacks, pandemics, labor disputes, or governmental restrictions.



21. Entire Agreement and Waiver of Rights
    
    These Terms constitute the entire agreement between you and NoMax regarding the Services, superseding all prior understandings or agreements. Failure by NoMax to enforce any provision shall not constitute a waiver of its rights.



22. Member Acknowledgment
    
    By accessing or using the Platform, you confirm that you have read, understood, and agreed to be bound by these Terms in their entirety.