This Digital Services Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a [State/Country] [corporation/limited liability company], with its principal place of business located at [Address] ("Service Provider"), and the customer ("Customer") who agrees to be bound by this Agreement upon purchasing digital services through Service Provider's e-commerce platform.

1. Timely Asset Submission Customer acknowledges and agrees that delays in providing assets or materials required for the completion of the digital services may result in delays in production. Service Provider shall not be held responsible for any such delays caused by Customer's failure to submit assets in a timely manner.

2. Service Allocation Expiration The allocation of digital services under this Agreement will expire 30 days after the date of purchase. Any unused services will be forfeited upon expiration, and no refund or credit will be issued.

3. Subjective Content and Template Approval Content created by Service Provider will be based upon the templates and specifications approved by Customer. Any requests for modifications or additions outside the scope of the approved templates may be subject to additional charges.

4. Out of Scope Work Work requested by Customer that is not included within the scope of the purchased digital services will be considered out of scope and may be subject to additional charges. Service Provider will notify Customer of any such charges prior to performing the out of scope work.

5. Ownership of Work All work product created by Service Provider under this Agreement shall remain the exclusive property of Service Provider until Customer has paid the full amount due for the purchased digital services. Upon receipt of full payment, Service Provider will transfer ownership of the work product to Customer.

6. Payment Terms All digital services and products purchased through Service Provider's e-commerce platform must be paid for upfront. No work will commence until full payment is received.

7. No Responsibility for Decline in Sales, Traffic, or Subscribers Service Provider shall not be held responsible for any decline in sales, website traffic, or subscribers that may occur following the provision of digital services under this Agreement.

8. Standard Best Practices and Industry Knowledge Work performed by Service Provider under this Agreement will be based upon standard best practices and the most up-to-date industry digital knowledge available at the time of service delivery.

9. Refunds for Late Work Customer may be eligible for a refund if Service Provider fails to complete the purchased digital services within the agreed-upon timeframe. Refund eligibility and the amount will be determined on a case-by-case basis.

10. Right to Refuse Service Service Provider reserves the right to refuse to do business with any company or organization at its sole discretion.

11. Restricted Industries Service Provider does not provide digital services to companies related to alcohol, gambling, adult entertainment, religious, or political organizations, with the exception of charities focused on alleviating child poverty.

12. Intellectual Property Rights Service Provider represents and warrants that, to the best of its knowledge, the digital services provided under this Agreement do not infringe upon any third-party intellectual property rights, including copyrights, trademarks, and patents. Customer agrees to notify Service Provider promptly if it becomes aware of any such infringement. In the event of a third-party claim or legal action alleging infringement, Service Provider, at its own expense, shall defend, indemnify, and hold harmless Customer from and against any damages, costs, and expenses, including reasonable attorney fees, arising from such claim or action.

13. Non-Disclosure Agreement During the course of providing digital services, both parties may disclose or have access to confidential information, which includes, but is not limited to, trade secrets, business plans, strategies, customer lists, and proprietary technology. Both parties agree to protect and not disclose any such confidential information obtained during the course of this Agreement, except as required by law or as authorized in writing by the disclosing party. This obligation shall survive the termination of this Agreement.

14. Non-Compete Customer agrees that for a period of [X months/years] following the termination of this Agreement, it will not directly or indirectly engage or attempt to engage Service Provider's employees, contractors, or agents to perform similar services to those provided under this Agreement, without the express written consent of Service Provider.

15. Privacy Policy and Data Protection Service Provider is committed to protecting the privacy and security of Customer's personal information. Service Provider will comply with all applicable data protection laws and regulations, including but not limited to the [applicable data protection regulations such as GDPR, CCPA, etc.]. For more information on how Service Provider collects, uses, and protects Customer's personal information, please refer to Service Provider's Privacy Policy.

16. Indemnification Customer agrees to indemnify, defend, and hold harmless Service Provider, its officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, and expenses, including reasonable attorney fees, arising out of or in connection with Customer's breach of this Agreement or any representations, warranties, or obligations made herein.

17. Independent Contractor Relationship The relationship between Service Provider and Customer under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Neither party shall have any authority to bind the other party in any respect.

18. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to unforeseen circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, strikes, power outages, natural disasters, or governmental actions. The affected party shall notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

19. Termination Either party may terminate this Agreement for any reason upon providing [X days/weeks] written notice to the other party. In the event of termination, Customer shall pay Service Provider for all digital services performed up to the date of termination.

20. Notices All notices, requests, consents, and other communications under this Agreement must be in writing and delivered by hand, email, or certified mail to the addresses provided by the parties.

21. Severability If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

22. Waiver No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

23. Limitation of Liability In no event shall Service Provider be liable to Customer for any indirect, consequential, special, or punitive damages, including lost profits, arising out of or in connection with this Agreement, even if Service Provider has been advised of the possibility of such damages. Service Provider's total liability for any and all claims, damages, and losses arising out of or in connection with this Agreement shall not exceed the total amount paid by Customer for the digital services under this Agreement.

24. Governing Law This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law provisions.

25. Entire Agreement This Agreement, including any attachments or documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by both parties.

26. By purchasing digital services through Service Provider's e-commerce platform, Customer acknowledges and agrees to be bound by the terms and conditions of this Agreement.

27. Additional Protection

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29. Mutual Termination Clause: Include a clause that allows both parties to mutually agree in writing to terminate the contract under specific terms, such as a notice period and any applicable fees.

30. Breach and Cure Clause: Specify what constitutes a breach of contract and the process for the non-breaching party to provide notice of the breach. Include a cure period during which the breaching party has an opportunity to remedy the breach before the non-breaching party can terminate the contract.

31. Unilateral Termination Clause: Define the conditions under which one party may unilaterally terminate the contract, such as non-payment or violation of confidentiality obligations. Specify the required notice period and any applicable fees.

32. Force Majeure Clause: Include a force majeure clause that addresses the potential termination or suspension of the contract due to unforeseen events beyond the control of either party, such as natural disasters or government actions.

33. Representations and Warranties: Include specific representations and warranties by both parties, such as the accuracy of information provided during negotiations, the authority to enter into the contract, and the absence of any undisclosed liabilities.

34. Severability Clause: Include a severability clause that states if any part of the contract is found to be unenforceable, the remaining provisions will continue in full force and effect.

35. Governing Law and Dispute Resolution: Specify the governing law for the contract and the method of dispute resolution, such as arbitration or mediation, in the event of a disagreement between the parties.

36. Limitation of Liability: Include a limitation of liability clause that limits the amount of damages one party can claim against the other in the event of a breach or other claim arising from the contract.

37. Indemnification: Include an indemnification clause that requires each party to defend, indemnify, and hold harmless the other party from any claims, damages, or losses arising from the indemnifying party's breach of the contract or violation of applicable laws.

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39. Website Development

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41. Welcome to the terms and conditions for using Miint Marketing services. Please read these terms carefully before accessing or using any services provided by Miint Marketing.

42. Acceptance of Terms: By using our services, you acknowledge that you have read, understood, and agreed to these terms and conditions. If you do not agree to these terms, do not use our services.

43. Changes to Terms: We reserve the right to modify these terms and conditions at any time without prior notice. Your continued use of our services constitutes your acceptance of any such modifications.

44. Service Limitations: Our services are provided on an "as is" and "as available" basis without any warranties, express or implied. We do not guarantee the uptime, availability, or performance of our services, and we are not responsible for any losses or damages incurred due to the unavailability or malfunction of our services.

45. User Conduct: You agree not to use our services for any illegal or unauthorized purpose, and you must comply with all applicable laws and regulations. You are solely responsible for any content you post or transmit through our services, and you agree not to post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

46. Intellectual Property: Miint Marketing retains all rights to the intellectual property used in our services, including but not limited to trademarks, copyrights, and trade secrets. You agree not to use, copy, or distribute any of our intellectual property without our express written permission.

47. Indemnification: You agree to indemnify and hold Miint Marketing and its affiliates, officers, agents, employees, and partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of our services, your violation of these terms and conditions, or your violation of any rights of another.

48. Limitation of Liability: Miint Marketing shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with these terms and conditions or your use of our services, even if we have been advised of the possibility of such damages.

49. Governing Law: These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction in which Miint Marketing is located, without regard to its conflicts of laws principles.

50. Dispute Resolution: Any dispute arising out of or in connection with these terms and conditions shall be resolved through binding arbitration in the jurisdiction in which Miint Marketing is located.

51. Termination: We reserve the right to terminate your access to our services at any time for any reason without prior notice.

52. By using our services, you agree to abide by these terms and conditions. If you have any questions or concerns, please contact us at [insert contact information].

SEO Work

1. Scope of Services: Provider agrees to perform SEO services, as described in the attached statement of work ("SOW"). Provider may perform additional services as mutually agreed upon in writing by the Parties.

2. Payment Terms: The Client shall pay the Provider in accordance with the SOW. Payment shall be due upon receipt of invoice.

3. Term and Termination: This Agreement shall commence upon execution by both Parties and shall continue until terminated. Either party may terminate this Agreement upon thirty (30) days written notice to the other party.

4. Intellectual Property Rights: The Provider retains all rights to any intellectual property developed, created or delivered to the Client under this Agreement, including, without limitation, any data, reports, or other information developed by Provider as a result of performing the services hereunder.

5. Confidentiality: The Parties acknowledge that they may have access to confidential and/or proprietary information of the other party in the course of performing their obligations under this Agreement. The Parties agree to keep such information confidential and not to disclose or use such information except as expressly permitted under this Agreement or with the prior written consent of the other Party.

6. Representations and Warranties: The Provider represents and warrants that it has the necessary skills, expertise and experience to perform the services described herein. The Client represents and warrants that it owns or has the necessary rights to use any content provided to Provider for use in performing the services described herein.

7. Indemnification: The Client agrees to indemnify and hold harmless Provider, its directors, officers, employees and agents, from and against any claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's breach of this Agreement or any claims of third-party infringement of intellectual property rights or other proprietary rights.

8. Limitation of Liability: In no event shall Provider be liable for any consequential, indirect, special, incidental, punitive or other damages arising out of or in connection with this Agreement or the services provided hereunder, even if Provider has been advised of the possibility of such damages.

9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Provider is located, without regard to its conflicts of laws principles.

10. Entire Agreement: This Agreement, including the SOW, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

11. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party.