Terms and
Conditions

By accessing or using the SA Media website located at samedia.io ("Website"), or by engaging SA Media for any services, you ("Client", "User", "you", or "your") agree to be bound by these Terms and Conditions ("Terms") in full. If you do not agree to these Terms, you must immediately cease use of this Website and must not engage SA Media for any services.

These Terms constitute a binding legal agreement between you and SA Media Inc. ("SA Media", "we", "us", or "our"). SA Media reserves the right to modify, amend, or replace these Terms at any time without prior notice. The date of the most recent revision will be indicated at the top of this page. Your continued use of the Website or services following any changes constitutes your unconditional acceptance of the revised Terms.

By accessing the Website or engaging our services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into binding agreements in your jurisdiction. If you are accessing the Website or engaging services on behalf of a business or organisation, you represent and warrant that you have authority to bind that entity to these Terms.

SA Media is a global media firm providing services including, but not limited to: brand strategy and positioning, brand identity and design, social media management, content creation, media buying and advertising, influencer marketing, public relations, search engine optimisation ("SEO"), AI and GEO optimisation, email marketing and CRM automation, web development, e-commerce development, app development, analytics and attribution, AI development and automation, AI agent building, event planning and production, blockchain and crypto marketing, and fractional C-suite services including Fractional Chief Marketing Officer, Chief Technology Officer, Chief Financial Officer, Chief Strategy Officer, Chief Revenue Officer, and Chief of Staff engagements.

All services are provided pursuant to a separate written agreement, proposal, statement of work, or engagement letter executed between SA Media and the client ("Service Agreement"). These Terms apply in addition to and alongside any Service Agreement. In the event of any inconsistency or conflict between these Terms and a Service Agreement, the terms of the executed Service Agreement shall take precedence to the extent of the inconsistency.

SA Media reserves the absolute right to decline to provide services to any person, organisation, or entity at its sole and unfettered discretion, without obligation to provide reasons.

SA Media may engage subcontractors, freelancers, or third-party vendors to assist in delivering services. SA Media remains responsible for the delivery of services as set out in the applicable Service Agreement, but shall not be liable for delays or failures caused by third-party subcontractors beyond SA Media control.

All fees, rates, retainers, and payment schedules are as set out in the applicable Service Agreement, proposal, or invoice. Unless expressly stated otherwise in a Service Agreement, all invoices are due and payable within fourteen (14) calendar days of the invoice date.

SA Media reserves the right to suspend, pause, or terminate all or any part of the services without liability in the event that payment is not received by the due date. Suspension of services does not relieve the client of the obligation to pay outstanding amounts.

All amounts are stated in the currency specified in the applicable Service Agreement or invoice. Clients are responsible for all bank transfer fees, currency conversion fees, and any other transaction costs associated with payment.

All fees are exclusive of applicable taxes including, but not limited to, Goods and Services Tax ("GST"), Harmonized Sales Tax ("HST"), Value Added Tax ("VAT"), and any other applicable sales, use, or withholding taxes. Clients are solely responsible for all taxes applicable to their engagement of SA Media services in their jurisdiction.

Late payments shall bear interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment.

Retainer fees are non-refundable unless otherwise expressly stated in the Service Agreement. Project deposits are non-refundable once work has commenced.

SA Media reserves the right to adjust its fee structures upon not less than thirty (30) days written notice. Existing Service Agreements will not be subject to fee adjustments during their current term unless otherwise agreed in writing.

All intellectual property on this Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, software, data compilations, and the overall design and arrangement of the Website, is the exclusive property of SA Media or its licensors and is protected by Canadian, United States, and international intellectual property laws.

No content from this Website may be reproduced, republished, uploaded, posted, transmitted, distributed, stored in any form of retrieval system, publicly displayed, or otherwise exploited in any manner whatsoever, whether in whole or in part, without the prior express written consent of SA Media.

Upon receipt of full and final payment for all services rendered under an engagement, SA Media assigns to the client ownership of the final deliverables specifically identified in the applicable Service Agreement, to the extent that SA Media holds the right to make such assignment. Any pre-existing materials, tools, methodologies, frameworks, templates, generic code libraries, or background intellectual property used by SA Media in producing deliverables remain the exclusive property of SA Media and are licensed to the client on a non-exclusive, non-transferable, royalty-free basis solely for the client use of the final deliverables.

SA Media retains the perpetual, irrevocable, worldwide right to use completed work, client names, brand identities, and performance results as portfolio examples and in marketing materials, unless the client provides a written request to the contrary, in which case SA Media will use commercially reasonable efforts to honour such request on a case-by-case basis.

Client-provided materials, assets, and content remain the intellectual property of the client or the applicable third-party rights holders. The client grants SA Media a non-exclusive, worldwide licence to use such materials solely for the purpose of delivering the agreed services.

If any deliverable produced by SA Media incorporates third-party licensed content (including stock images, fonts, music, or software), the applicable third-party licence terms shall govern the client use of those elements. SA Media shall notify the client of any material third-party licence restrictions.

The client agrees to provide SA Media with accurate, complete, current, and timely information, materials, access credentials, approvals, and feedback reasonably required for SA Media to deliver the services. Failure to do so may result in delays, additional costs, or inability to complete the engagement, for which SA Media shall bear no responsibility.

The client warrants and represents that all materials, content, information, data, and assets provided to SA Media: (a) are owned by or licensed to the client with full authority to use and licence them to SA Media for the purposes of the engagement; (b) do not infringe any copyright, trademark, patent, trade secret, privacy right, publicity right, or any other intellectual property or proprietary right of any third party; (c) do not violate any applicable law, regulation, or third-party platform policy; and (d) are accurate and not misleading.

The client is solely responsible for ensuring that the final deliverables, once delivered and accepted, comply with all laws, regulations, industry standards, and platform policies applicable in the jurisdictions in which they are used, including but not limited to advertising standards, consumer protection laws, financial services regulations, data protection laws, and anti-spam legislation.

The client acknowledges that SA Media operates on third-party platforms (including Meta, Google, TikTok, LinkedIn, and others) and agrees to comply with the terms of service of those platforms. SA Media is not responsible for any account suspensions, bans, policy violations, or adverse actions taken by third-party platforms against the client or client accounts, even if such actions arise from work performed by SA Media.

The client shall designate a primary point of contact with authority to provide approvals and instructions on behalf of the client. Instructions provided by that contact shall be binding on the client.

SA Media will present deliverables for client review and approval in accordance with the applicable Service Agreement. Clients are responsible for reviewing all deliverables carefully and providing accurate, complete feedback within the timeframes specified.

Approval of a deliverable by the client, whether express or implied by the client use of the deliverable or failure to object within the review period, constitutes acceptance. Once accepted, deliverables are deemed to have met the agreed specifications.

The number of revision rounds included in any engagement is set out in the Service Agreement. Revisions requested beyond the included rounds, or changes in scope beyond the original brief, will be treated as additional work and invoiced separately.

Material changes to the agreed scope of work after commencement may result in revised timelines, additional fees, or both. Any such changes must be agreed in writing before additional work commences.

Each party agrees to hold in strict confidence all Confidential Information of the other party and to use such information solely for the purposes of the engagement. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

SA Media may disclose Confidential Information to its employees, contractors, and subcontractors on a need-to-know basis, provided such parties are bound by confidentiality obligations at least as protective as those in these Terms.

The confidentiality obligation shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction before disclosure; (c) is independently developed by the receiving party without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law, court order, or governmental authority, provided the receiving party gives the disclosing party prompt written notice and cooperates with any efforts to obtain confidential treatment.

The confidentiality obligations in these Terms shall survive the termination or expiration of any Service Agreement for a period of three (3) years.

SA Media provides services on a best-efforts basis. WHILE SA MEDIA APPLIES PROFESSIONAL EXPERTISE, INDUSTRY KNOWLEDGE, AND PROVEN METHODOLOGIES TO EVERY ENGAGEMENT, SA MEDIA DOES NOT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, PERFORMANCE METRICS, RETURN ON INVESTMENT, SALES, LEADS, FOLLOWERS, ENGAGEMENT RATES, SEARCH ENGINE RANKINGS, AD PERFORMANCE, REVENUE, PROFIT, OR ANY OTHER BUSINESS OR MARKETING OUTCOME.

Marketing and advertising performance is affected by numerous factors outside SA Media control, including but not limited to: platform algorithm changes, market conditions, competitor activity, seasonality, macroeconomic factors, the quality and appeal of the client product or service, client-side execution, platform policy changes, and audience behaviour.

Any projections, forecasts, estimates, or performance targets shared by SA Media in proposals, presentations, or discussions are illustrative only and do not constitute a warranty or guarantee of actual performance.

The client acknowledges and accepts this inherent uncertainty and agrees that SA Media shall not be liable for any failure to achieve any particular result.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SA MEDIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE TO ANY CLIENT OR USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, ANY SERVICE AGREEMENT, OR THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, EVEN IF SA MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SA MEDIA TOTAL AGGREGATE LIABILITY TO ANY CLIENT ARISING OUT OF OR RELATED TO ANY SERVICE AGREEMENT OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THAT CLIENT TO SA MEDIA IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SA MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not permit the exclusion or limitation of certain types of damages. In such jurisdictions, SA Media liability shall be limited to the greatest extent permitted by applicable law.

The client agrees to indemnify, defend, and hold harmless SA Media and its directors, officers, employees, agents, contractors, licensors, successors, and assigns from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) the client breach of these Terms or any Service Agreement; (b) any materials, content, or information provided by the client to SA Media; (c) the client use of SA Media deliverables in a manner not authorised or not in accordance with applicable law; (d) any infringement of third-party rights caused by client materials or client instructions; or (e) the client use of any third-party platform or service.

SA Media reserves the right, at the client expense, to assume the exclusive defence and control of any matter for which the client is required to indemnify SA Media, and the client agrees to cooperate with SA Media defence of such claims.

SA Media manages campaigns and creates content on third-party platforms including, but not limited to, Meta (Facebook and Instagram), Google, TikTok, LinkedIn, X (Twitter), YouTube, Snapchat, Pinterest, Reddit, and others. Use of these platforms is governed by their respective terms of service, advertising policies, and community standards.

SA Media is not responsible for: (a) changes to platform policies, algorithms, or features that affect campaign performance; (b) ad rejections or removal by platforms; (c) account suspensions, bans, or restrictions imposed by platforms; (d) platform downtime or technical failures; (e) changes in platform pricing or ad auction dynamics; or (f) any other decision or action taken by a third-party platform.

Ad spend, media budgets, and platform fees paid to third-party platforms are separate from SA Media service fees and are the sole responsibility of the client unless SA Media has expressly agreed in writing to manage and fund media spend on the client behalf.

SA Media is not a licensed financial adviser, solicitor, accountant, or regulated professional in any jurisdiction. Nothing in our services constitutes legal, financial, tax, investment, or professional regulatory advice.

This Website and all content on it are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. SA Media expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

SA Media does not warrant that the Website will be available at all times, uninterrupted, error-free, or free of viruses or other harmful components. SA Media reserves the right to modify, suspend, or discontinue the Website at any time without notice.

Any links to third-party websites on this Website are provided for convenience only. SA Media has no control over and accepts no responsibility for the content, privacy practices, or availability of third-party websites.

Information on this Website is for general informational purposes only and does not constitute professional advice of any kind. You should not rely on Website content as a substitute for professional legal, financial, marketing, or other advice.

Either party may terminate a service engagement in accordance with the termination provisions set out in the applicable Service Agreement.

In the absence of specific termination provisions in a Service Agreement, either party may terminate an engagement by providing thirty (30) days written notice to the other party. The client remains liable for all fees incurred up to the effective date of termination, including fees for work in progress that cannot be paused or reversed.

SA Media may terminate or suspend services immediately and without notice if: (a) the client fails to make payment when due; (b) the client breaches any material term of these Terms or a Service Agreement and fails to remedy such breach within seven (7) days of written notice; (c) the client engages in conduct that SA Media reasonably believes is unlawful, fraudulent, or harmful to SA Media or third parties; or (d) continuing the engagement would require SA Media to violate any applicable law or professional obligation.

Upon termination, all licences granted to the client for work in progress (not yet fully paid for and delivered) shall automatically revert to SA Media. The client shall promptly return or destroy any SA Media Confidential Information.

SA Media shall not be liable for any delay or failure to perform its obligations under these Terms or any Service Agreement to the extent that such delay or failure is caused by circumstances beyond SA Media reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions, war, terrorism, civil unrest, cyberattacks, power failures, internet outages, platform outages, or labour disputes.

SA Media will notify the client as soon as reasonably practicable of any force majeure event and will use commercially reasonable efforts to resume performance as soon as possible.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any Service Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail.

If the dispute is not resolved through negotiation within thirty (30) days of the notice, either party may pursue the remedies available under applicable law.

These Terms and any Service Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, Canada for the resolution of any dispute, subject to any mandatory arbitration provisions in a separately executed Service Agreement.

Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: SA Media failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: The client may not assign or transfer any rights or obligations under these Terms or any Service Agreement without SA Media prior written consent. SA Media may assign its rights and obligations without restriction.

Notices: All notices under these Terms shall be in writing and delivered by email to info@samedia.io or to the email address provided by the client in the applicable Service Agreement.

Independent Contractors: The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties and their permitted successors and assigns and do not create any third-party beneficiary rights.

If you have any questions regarding these Terms and Conditions, please contact SA Media at: info@samedia.io

SA Media Inc. operates with principal offices in Toronto, Ontario, Canada, with active operations across New York, United States; Dubai, United Arab Emirates; Singapore; Monaco; and Miami, United States.