Terms of Service

1. Acceptance of Terms

By accessing our website, submitting a consultation request, or entering into a Master Services Agreement (MSA), Statement of Work (SOW), or service contract with Scabel Media ("we", "us", "our", or "Scabel Media"), you ("Client", "you", or "your") agree to be legally bound by these Terms of Service. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms.

2. Description of Services

Scabel Media is a performance marketing and full-stack growth agency providing professional digital services to business clients, including but not limited to:

• Performance Marketing & Paid Advertising Management (Google Ads, Meta Ads, Bing Ads, LinkedIn Ads, Programmatic, TikTok Ads).
• Search Engine Optimization (SEO), AI Optimization (AIO) & Answer Engine Optimization (AEO) across Google, SearchGPT, Perplexity, and Gemini.
• Website Design & Engineering across Shopify, WordPress, Webflow, Custom React, Next.js, and headless stacks.
• Conversion Rate Optimization (CRO) & Funnel Engineering.
• AI Workflow Automation & CRM Lead Pipeline Integration.

The specific deliverables, sprint timelines, performance benchmarks, and fee structures for any engagement shall be detailed in an applicable Statement of Work (SOW) or written service agreement executed between Scabel Media and the Client.

3. Advertising Platform Management (Google Ads, Meta Ads & Third Parties)

As part of our performance marketing services, Scabel Media configures, optimizes, and manages paid campaign infrastructure on third-party advertising platforms, such as Google Ads, Meta Ads Manager, Microsoft Advertising (Bing Ads), and LinkedIn Campaign Manager.

Scabel Media accesses, configures, and manages third-party advertising accounts strictly and only when explicitly authorized by the relevant account owner or designated business administrator.

4. Independent Agency Disclaimer & No Official Affiliation

5. Client Accounts, Security & Authorization

To enable service delivery, Client may grant Scabel Media administrative or partner access to Client's third-party accounts (e.g. Google Ads Manager Accounts, Meta Business Manager, Google Analytics 4, Google Search Console, Shopify Admin, or Web Hosting Control Panels).

• Account Ownership: Client retains full, exclusive ownership of all underlying advertising accounts, data histories, pixels, domain names, and brand assets.
• Access Scope: Scabel Media will access Client accounts solely for executing authorized marketing activities, campaign setup, analytics auditing, and reporting.
• Account Security: Client remains responsible for maintaining the confidentiality of their primary account credentials and for approving or revoking user permissions.

6. Client Responsibilities

Client agrees to:

• Provide timely access to necessary brand assets, creative files, product details, and ad account authorizations.
• Ensure that all products, services, claims, images, and content provided to Scabel Media comply with applicable laws, industry regulations, and third-party ad policies.
• Maintain active, valid payment methods linked directly within third-party ad platforms to cover media costs.
• Review and approve creative assets, landing pages, or campaign strategies in a timely manner.

7. Advertising Budgets & Third-Party Media Costs

All advertising budgets, media spend, and ad costs billed directly by third-party advertising platforms (such as Google Ads, Meta Ads, or Bing Ads) are entirely separate from and in addition to Scabel Media's agency management fees.

Client is solely responsible for paying third-party ad platforms directly. Scabel Media is not liable for campaign pauses, account holds, or ad disapprovals caused by Client payment failures, credit card declines, or ad network policy violations on third-party platforms.

8. Fees, Invoicing & Payment Terms

Client agrees to pay Scabel Media all professional service fees, monthly management retainers, or project milestone fees in accordance with the payment schedule set forth in the applicable Statement of Work (SOW) or invoice.

• Payment Due Dates: Invoices are payable upon receipt or within the net terms specified on the invoice.
• Delinquent Payments: Failure to remit payment by the due date may result in a temporary suspension of agency management services, ad optimization, or project sprint deliverables.
• Non-Refundable Retainers: Unless explicitly agreed in writing, professional management retainers and completed sprint fees are non-refundable once work has been rendered.

9. Intellectual Property Rights

Client IP: Client retains all ownership rights, title, and interest in Client's pre-existing trademarks, trade names, logos, product catalogs, and proprietary business content provided to Scabel Media.

Scabel Media IP: Scabel Media retains exclusive ownership of its pre-existing agency frameworks, proprietary code libraries, custom software automation scripts, diagnostic tools, and campaign templates.

Deliverables Ownership: Upon full payment of all outstanding invoices, Client receives a perpetual, non-exclusive, non-transferable license to use final creative assets, ad copy, and custom website code generated specifically for Client during the engagement.

10. Confidentiality

Both Scabel Media and Client agree to hold in strict confidence all non-public business, financial, technical, strategic, and marketing data disclosed during the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law or to authorized sub-processors necessary for fulfilling the services.

11. Data Protection & Privacy

Our collection, processing, and protection of personal data are governed by our Privacy Policy. Both parties agree to comply with applicable data protection laws regarding any customer data or lead information handled during campaign management.

12. Third-Party Platforms, APIs & External Services

Our services rely on infrastructure provided by independent third parties (e.g., Google, Meta, Microsoft, Shopify, Webflow, Vercel, OpenAI, Calendly). Scabel Media is not responsible or liable for service interruptions, API changes, policy updates, account suspensions, or platform outages initiated by third-party providers.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Scabel Media, its directors, officers, employees, partners, or agents be liable for any indirect, incidental, special, consequential, or punitive damages—including lost profits, lost revenue, lost data, or business interruption—arising out of or in connection with our services or these Terms.

Scabel Media's total cumulative liability arising from any claim related to services rendered shall be strictly limited to the total agency management fees actually paid by Client to Scabel Media in the three (3) months preceding the event giving rise to liability.

14. Indemnification

Client agrees to defend, indemnify, and hold harmless Scabel Media and its personnel from and against any third-party claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising from: (a) Client's breach of these Terms; (b) Client's products, services, or business operations; (c) any ad copy, claims, or materials supplied by Client that violate third-party rights or laws.

15. Termination

Either party may terminate a service agreement pursuant to the written notice requirements outlined in the applicable SOW or contract. Upon termination, Client shall pay for all services rendered up to the effective date of termination, and Scabel Media will promptly revoke access permissions and transition completed client deliverables.

16. Modifications to Terms

Scabel Media reserves the right to modify or update these Terms of Service at any time. Any changes will be published on this page with an updated "Effective Date". Continued engagement with Scabel Media or use of our website following posted modifications constitutes full acceptance of the updated Terms.

17. Governing Law & Jurisdiction

These Terms of Service and any service agreements executed with Scabel Media shall be governed by and construed in accordance with applicable laws governing Scabel Media's operating business jurisdiction [Jurisdiction: Applicable Governing Jurisdiction / Local Business Registration], without giving effect to conflict of law principles.