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TERMS AND CONDITIONS

MASTER SERVICES AGREEMENT & PAYMENT TERMS

This Master Services Agreement ("Agreement") is entered into by and between Digital Age ("Company") and the undersigned client ("Client") as of the date of execution ("Effective Date").

1. DESCRIPTION OF SERVICES

Beginning on the Effective Date, Company shall provide Client with the services selected by Client and identified in the applicable service order, proposal, or package selection (collectively, the "Services").

Client acknowledges and agrees that marketing, SEO, advertising, and digital services involve variables outside Company’s control, including third-party platforms and algorithms, and that no specific rankings, revenue, leads, traffic levels, or business outcomes are guaranteed.

2. PAYMENT TERMS; AUTHORIZATION; NO CHARGEBACKS

2.1 Payment Obligation

Client agrees to pay Company all fees associated with the selected Services in the amounts and on the schedule stated in the selected package or Program (as defined herein).

2.2 Authorization for Recurring Charges

Client expressly authorizes Company to charge the credit card or bank account provided by Client on a recurring (autopay) basis for all amounts due under this Agreement, including renewal charges, interest, fees, and collection-related costs where permitted by law.

2.3 No Chargebacks or Payment Reversals

Client expressly agrees not to initiate, authorize, or pursue any chargeback, payment dispute, reversal, or similar claim with any bank, card issuer, or payment processor for Services rendered, in progress, or contracted for under this Agreement.

Client acknowledges and agrees that:

1. A signed Agreement constitutes binding authorization for all charges;
2. Work logs, deliverables, communications, system records, and access history constitute conclusive evidence of performance
3. Delayed billing Programs do not constitute free services or trial periods
4. A chargeback constitutes a material breach of this Agreement
5. All payment disputes must be resolved directly with Company pursuant to this Agreement.

2.4 Chargeback Liability (Enhanced Protection)

If Client initiates or attempts a chargeback or payment dispute for any valid charge:

Client agrees that:

1. The full contract value, including remaining term payments, may be immediately accelerated and become due
2. Company may submit this Agreement, usage records, delivery evidence, and communications as proof of authorization and performance
3. Client waives reliance on “services not rendered” or “unauthorized transaction” claims where Services were performed, delivered, or made available

Client further acknowledges that:

1. Website development, deployment, and SEO setup begin immediately upon execution
2. Delayed billing does not delay performance, only payment timing

3. CHARGEBACKS; LIQUIDATED DAMAGES; FEE SCHEDULE

In the event of any chargeback, dispute, or reversal:

Client agrees the following fees apply:

1. Chargeback Administration Fee: $75 per occurrence
2. Payment Processor / Arbitration Fees: up to $1,500
3. Collections Fees: 35% of the outstanding balance
4. Attorney Fees: $2,500 minimum or actual incurred

All such amounts are immediately due, cumulative, and survive termination.

4. COLLECTIONS; INTEREST

Any unpaid balance shall:

1. Accrue interest at 1.5% per month (or maximum allowed by law)
2. Be subject to collections or legal action

Client agrees to pay all collection-related costs.

5. TERM; AUTOMATIC RENEWAL

This Agreement shall have an initial term of three (3) months unless modified by a Program below.

Upon expiration, the Agreement automatically renews month-to-month unless canceled with thirty (30) days written notice.

5A. DELAYED BILLING LAUNCH PROGRAMS

5A.1 Program Election

Client may elect one of the following:

(a) 30-Day Delayed Billing Launch Program

1. Work begins Day 1, First payment charged Day 31, Initial term: 3 months beginning Day 31

(b) 60-Day Delayed Billing Launch Program

1. Work begins Day 1, First payment charged Day 61, Initial term: 6 months beginning Day 61

Both continue month-to-month thereafter.

5A.2 Payment Authorization (Delayed Billing)

Client authorizes automatic billing:

1. Day 31 or Day 61 depending on Program, Recurring monthly thereafter, Failure of payment = material default, Additional Payment Method Requirement
2. Client agrees to maintain a valid and chargeable payment method on file at all times during the Program and thereafter. Failure to do so constitutes a material default.

5A.3 Definition of “Live Website”

A website is deemed “Live” upon the earliest of:

1. Published to Client’s domain
2. Client approval to launch
3. Seven (7) days after delivery

5A.4 Website Build Fee

If:

1. Website is completed and Live
2. Client cancels, fails to pay, or does not fulfill initial term

Then:

1. A $500 Website Build Fee becomes immediately due
2. This represents earned work and is not a penalty.

5A.5 Cancellation; Non-Payment; Abandonment

Cancellation includes:

1. Request to terminate
2. Failed payment
3. No communication for 14+ days
4. Failure to provide required input

All are treated as Client termination and trigger fees.

5A.6 No Free Trial

Client acknowledges:

1. Services are not free
2. Work is performed immediately
3. Payment is delayed, not waived

6. CONFIDENTIALITY

Company will protect Client’s non-public information except as required to perform Services.

7. DEFAULT

Material default includes:

1. Non-payment
2. Chargebacks
3. Failure to cooperate
4. Any breach of Agreement

8. REMEDIES

Company may:

1. Suspend Services
2. Accelerate payments
3. Pursue collections or legal action

9. DISPUTE RESOLUTION; VENUE

Jurisdiction: State of Colorado

Client consents to venue and waives objections.

10. ATTORNEY’S FEES

Prevailing party entitled to fees and costs.

11. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements.

12. SEVERABILITY

Invalid provisions modified; remainder remains enforceable.

13. AMENDMENTS

Must be in writing and signed.

14. GOVERNING LAW

Colorado law governs.

15. NOTICE

Email constitutes valid notice.

16. NO WAIVER

Failure to enforce ≠ waiver.

17. CONSTRUCTION

Agreement is jointly drafted.

18. PERSONAL GUARANTEE

Signer personally guarantees all obligations.