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.
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, 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:
- A signed Agreement, work logs, reports, access records, communications, and platform activity constitute conclusive evidence of performance;
- A chargeback constitutes a material breach of this Agreement; and
- Payment disputes shall be resolved exclusively pursuant to this Agreement, not through card-network remedies.
3. CHARGEBACKS; LIQUIDATED DAMAGES; FEE SCHEDULE
In the event Client initiates, authorizes, or causes any chargeback, payment dispute, reversal, arbitration, or similar action with a bank, card issuer, or payment processor in violation of this Agreement, Client agrees that such action constitutes a material breach.
Client further agrees that the fees listed below represent reasonable, good-faith estimates of Company’s actual costs and damages, that such damages are difficult to ascertain at the time of contracting, and that these amounts constitute liquidated damages and cost reimbursement, not penalties:
- Chargeback Administration Fee: $75 per occurrence
- Payment Processor / Card Network Arbitration Fee: up to $1,500 per occurrence (as imposed by the processor or card network)
- Collections Fee: 35% of the outstanding balance (if referred to a collection agency)
- Attorney Fee (Minimum): $2,500, or actual attorney’s fees incurred, whichever is greater
Client further agrees to pay all additional costs, fees, and expenses incurred by Company in connection with any chargeback, dispute, arbitration, collection effort, or legal action, including but not limited to filing fees, court costs, expert fees, post-judgment enforcement costs, and appeal fees.
All such amounts are immediately due and payable, are in addition to the original contract balance, and survive termination of this Agreement.
4. COLLECTIONS; INTEREST
Any unpaid balance not paid when due shall:
- Accrue interest at 1.5% per month, or the maximum rate permitted by Colorado law, whichever is less; and
- Be subject to collection efforts, including referral to a collection agency or legal counsel.
Client agrees to pay all costs of collection, whether incurred before or after judgment.
5. TERM; AUTOMATIC RENEWAL
This Agreement shall have an initial term of three (3) months.
Upon expiration of the initial term, this Agreement shall automatically renew for successive one (1)-month term unless either party provides written notice of cancellation at least thirty (30) days prior to the end of the then-current term.
Notice by email shall constitute valid written notice.
6. CONFIDENTIALITY
Company agrees to maintain the confidentiality of Client’s non-public proprietary information disclosed in connection with the Services, except as required to perform the Services or as authorized by Client in writing.
This obligation survives termination. Any authorization to disclose shall be limited to the specific information and single occurrence authorized.
7. DEFAULT
The occurrence of any of the following constitutes a material default:
- Failure to make any payment when due;
- Initiation of a chargeback or payment dispute;
- Insolvency, bankruptcy, or assignment for the benefit of creditors;
- Failure to provide required access, information, or cooperation;
- Any other material breach of this Agreement.
8. REMEDIES
Upon default, Company may, without waiving any other rights or remedies:
- Suspend or terminate Services immediately;
- Accelerate all remaining amounts due under this Agreement;
- Refer the account to collections or legal counsel; and
- Pursue any remedy available at law or equity.
Where required by law, Company shall provide written notice and a thirty (30)-day cure period. Failure to cure shall result in automatic termination.
9. DISPUTE RESOLUTION; VENUE
The parties shall attempt good-faith negotiation prior to litigation.
If unresolved, Company may, at its sole discretion, pursue relief in Colorado small-claims court, county court, district court, or through collections or counsel.
Client irrevocably consents to exclusive jurisdiction and venue in the State of Colorado and waives any objection based on forum or venue.
10. ATTORNEY’S FEES
In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs, including trial, appeal, and post-judgment enforcement.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements relating to the subject matter.
12. SEVERABILITY
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force and effect.
13. AMENDMENTS
This Agreement may be amended only by a written document signed by the party against whom enforcement is sought.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-law principles.
15. NOTICE
All notices under this Agreement may be delivered by email and shall be deemed effective upon transmission.
16. NO WAIVER
Failure to enforce any provision shall not constitute a waiver of the right to later enforce that or any other provision.
17. CONSTRUCTION
The parties waive any rule requiring construction against the drafter. This Agreement shall be deemed jointly drafted.
18. PERSONAL GUARANTEE
The undersigned individual personally, unconditionally, and irrevocably guarantees all payment obligations under this Agreement.