Terms & Conditions

For purposes of these Sabiá Agency Client Terms and Conditions (“Terms”), “Sabiá Agency,” “we” or “our” refers to Sabiá Agency Inc, and “Client,” “you” or “your” refers to your company. Please read these Terms carefully as they, together with your signed Proposal or Insertion Order (hereinafter “Service Agreement”) constitute your entire agreement with Sabiá Agency (hereinafter the “Agreement”). By engaging Sabiá Agency to provide services to you, you agree to be legally bound by these Terms. Sabiá Agency reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at: https://sabiaagency.com/termsandconditions

Unless otherwise specified, any changes or modifications will be effective immediately upon posting on the website. Your continued use of Sabiá Agency’s services after such time will constitute your acceptance of such changes or modifications.

 
1. Digital Advertising Services

Sabiá Agency offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.

Sabiá Agency provides digital advertising services on a local basis. As such, we submit information on your behalf to providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, Facebook, YouTube, and other sites. The terms and conditions of these providers all apply. Sabiá Agency will not share your information with any business other than in the course of securing paid advertising services on your behalf.

 
2. Advertising Material

Sabiá Agency has the right to place information pertaining to your business on any of the service providers and publishers such as those listed above and you authorize Sabiá Agency to develop content based on information or material provided by you or your designees and collected by Sabiá Agency including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Sabiá Agency is truthful, not misleading, and that you have the authority to represent this product and service information to Sabiá Agency. Additionally, if so contracted, advertisements will be sent for approval before publishing.

The timelines of these pieces is critical to campaign performance. For this reason, all ad content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Sabiá Agency to utilize tracking phone numbers, and even record calls on your behalf for customer service purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted.

 
3. Unacceptable Practices
As Sabiá Agency strives to offer the very best service, there are certain guidelines and policies that must govern Sabiá Agency’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of our services. Such decisions are at the sole discretion of Sabiá Agency. Unacceptable practices include, but are not limited to:
 
  • Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
  • Sexually oriented products or services (e.g. escort services), or other sexually oriented material
  • Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical purposes)
  • Offensive or otherwise distasteful material
  • Content or language that is harmful to minors in any way
  • Bulk emailing tools
  • Distribution of internet viruses or other harmful or destructive activities
  • Hacking and cracking
  • Scams or phishing for personal information
  • Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Sabia Agency’s discretion)
  • Illegal Gambling, gaming, lotteries, and like activities. Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy,  racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
  • Defamatory, hateful or revenge content or language.
  • Aids to pass drug tests or aids to pass lie detector tests.
  • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,
  • Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
  • MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
  • Reverse Funnel Systems
  • Cash Gifting
  • Illegal drugs or drug paraphernalia
  • Alcohol sales
  • Tobacco sales
  • Miracle cures
  • Fake documents
  • Fireworks, pyrotechnics, firearms, explosives or weapons.
  • Intentional or unintentional violations of any applicable local, state, national or international law.
  • Reselling of email accounts or hosting accounts to third parties.
  • Reselling of any Sabiá Agency’s services to third parties without a written reseller agreement.
  • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
  • Links to other sites that are in violation of Sabiá Agency’s policies and guidelines
  • Other activities, whether lawful or unlawful, that Sabiá Agency deems to be in poor taste or that reflect adversely on Sabiá Agency or Sabiá Agency’s other clients

 

Upon the contingency which Sabiá Agency accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.

 

4. Fees

You agree to pay Sabiá Agency management fees to cover the cost of placing and managing your digital advertising services program up to an amount not to exceed what is stated in your most recent Sabiá Agency Service Agreement. Sabiá Agency may change the maximum monthly fees in accordance with procedures established by our publishers from time to time upon notifications.

All monthly fees are due before the end of each calendar month. Any overdue amounts will bear interest at a rate equal to 5% per month. All credit card payments require a 3% processing fee.

If a project is cancelled prior to the campaign planning, no cancellation fee is incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.

If an account becomes 45 days past due, all campaign activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.

 
5. Payment

The Client agrees to pay Sabiá Agency compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the Service Agreement as applicable. Payments shall be made on the schedule set out in the agreement.

Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.

Pre-Payment for Media / Liability for Payment
Where Client has engaged Sabiá Agency to execute digital advertising on its behalf, and Client is not paying for the media/advertising directly to the advertising/media vendor, Sabiá Agency must receive payment for the media/advertising prior to the media/advertising running. (Sabiá Agency will typically issue an invoice for ad budget and ad management services the month before the ad is scheduled to run.)

If Sabiá Agency does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If Sabiá Agency has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to Sabiá Agency and/or the advertising/media vendor for payment of the same, notwithstanding the existence of any Service Agreement between Sabiá Agency and the advertising/media vendor. If an advertising/media vendor seeks payment from Sabiá Agency for media that Client has not paid Sabiá Agency for, Client agrees that it will execute any documents requested by Sabiá Agency and/or the media/advertising vendor to assume liability for payment.

 
6. Point of Contact

Sabiá Agency will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Sabiá Agency to complete its deliverables; ii) attending conference calls or meetings at key intervals with Sabiá Agency; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your Account Manager(s) at Sabiá Agency.

Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Sabiá Agency should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Sabiá Agency in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf. As such, Sabiá Agency will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.

 
7. Deadline

Client is responsible for meeting time deadline(s) associated with Sabiá Agency’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. Sabiá Agency is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by Sabiá Agency. Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and Sabiá Agency will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.

 
8. Ad Creative & Content

Unless otherwise specifically stated as a part of the deliverables in the Service Agreement, Client is responsible for providing all content necessary for Sabiá Agency's performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with Sabiá Agency assumes that content will be readily provided to Sabiá Agency in a manner specified by Sabiá Agency, in acceptable format(s), and that Sabiá Agency will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf.

Where Client is providing ad creative and content, Client shall be responsible for obtaining all required licenses, permissions and/or approvals for use of such content. Client warrants and agrees that where it has provided content to Sabiá Agency, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to Sabiá Agency. All Client-provided content including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Sabiá Agency a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Sabiá Agency’s performance of the services and the production of the deliverables.

 
9. Performance

Client acknowledges the following with respect to media/advertising services from Sabiá Agency:

  • Sabiá Agency accepts no responsibility for policies of advertising networks, third-party search engines, directories or other websites that Sabiá Agency may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time if their responsible for any liability or actions taken by third-party resource under this agreement.
  • Sabiá Agency does not guarantee position, consistent positioning, or specific placement for any particular paid search keyword, phrase or search term. Client acknowledges that Sabiá Agency’s past performance is not indicative of any future results client may experience.
  • Client acknowledges that advertising campaigns may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Sabiá Agency to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $150 per hour.
  • Client acknowledges that any advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
  • Client acknowledges that advertising networks may drop listings

 

 
10. Term & Termination
Unless otherwise specified in the Service Agreement, the Service Agreement between Client and Sabiá Agency shall be effective as of the date that Client executes the Service Agreement and shall continue in effect for the duration of the term. Once the term has been completed, the Service Agreement will continue on a month-to-month basis and may be terminated upon thirty (30) days notice. If no term is specified in the Service Agreement, the term shall be the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed. A Service Agreement may only be terminated prior to the end of a term as follows:
 
  • Breach. Either party may terminate this Agreement in the event of a material breach by the other party if such breach continues uncured for a period of thirty (30) calendar days after written notice of the breach.
  • Either Party may, in its sole discretion, terminate this Agreement in the event the other party files for bankruptcy, or is subject to involuntary bankruptcy.
    Cancellation Terms
  • If Client seeks to cancel media earlier than the date set forth in any media contract or Service Agreement, Client may reallocate a portion of the budget, or delay the campaign up to 3 months from the start of the original campaign with no fees incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.

 

 
11. Representations and Warranties; License and Grant of Rights
You represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.
 
12. Indemnification
Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trademark, patent, invention or any other non-disclosure rights of any third party. You indemnify and hold harmless Sabiá Agency against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information or non-disclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Sabiá Agency resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.
 
13. No Guarantees
You acknowledge and agree that Sabiá Agency makes no specific guarantee or warranty regarding the service providers and publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Sabiá Agency does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Sabiá Agency does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
 
14. Disclaimer of Warranties
THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND SABIÁ AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SABIÁ AGENCY STRIVES TO EXCEED CLIENT EXPECTATIONS, HOWEVER, SINCE MARKETING RESULTS CAN BE INFLUENCED BY VARIOUS EXTERNAL FORCES OUTSIDE OF SABIÁ AGENCY’S CONTROL, SABIÁ AGENCY CANNOT GUARANTEE SPECIFIC RESULTS OR RETURN ON INVESTMENT.
 
15. Limitation of Liability
IN NO EVENT SHALL SABIÁ AGENCY BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SABIÁ AGENCY’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SABIÁ AGENCY EXCEED ANY COMPENSATION PAID BY YOU TO SABIÁ AGENCY FOR ITS PRODUCTS OR SERVICES.
 
16. Taxes
Client will pay, reimburse, and/or hold Sabiá Agency harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Sabiá Agency income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.
 
17. Authority

The person signing the Service Agreement certifies that they are lawfully authorized to purchase services on behalf of your company.

 
18. Effective Upon Execution
Terms and Conditions are binding on both parties on the date the Service Agreement is signed and/or payment is made.
 
19. Governing Body/Venue
This Agreement shall be governed by and construed in accordance with the internal laws of the Province of British Columbia and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Vancouver, BC.
 
20. Miscellaneous

This Terms and Conditions of Service represent the parties’ entire agreement with regard to Sabiá Agency’ provision of services. Agreement with these terms and conditions is upon signature of Sabiá Agency’s Service Agreement, and it will be binding upon you and your successors.

If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement. The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the foregoing, to the extent that Sabiá Agency and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.

If you have any questions about our Terms & Conditions, contact admin@sabiaagency.com