Digital Services Agreement

1. INTRODUCTION

1.1. Scope of Agreement

This Agreement governs your subscription to and use of the digital services offered by Digital Warehouses of America, Inc., including but not limited to Website & SEO Services, CRM Level X, Custom Design, Membership, Specialty Websites, Sponsored Marketing, YouTube Channel Services, and other related services as described on our website (collectively, the "Services").

1.2. Acceptance

By checking the "I Accept" box during the checkout process, adding any of our digital services to your cart, completing the purchase, and/or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.

1.3. Authority

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services.

2. DEFINITIONS

3. SERVICES DESCRIPTION

3.1. Website & SEO Services

Website & SEO Services may include:

• Website Development Services: Creation and design of websites according to the selected plan (such as Website Basic, Website Plus, Website Pro, or other plans as offered on the Service Provider's website), which may include the specified number of pages, features, and functionality as outlined in the chosen plan.
• Website Hosting Services: Provision of server space for the Customer's website, domain name management, SSL certificates, and technical support as may be specified in the selected plan.
• SEO Services: Search engine optimization services according to the selected plan (such as SEO Basic, SEO Advanced, or other plans as offered on the Service Provider's website), which may include keyword research, on-page optimization, backlink building, analytics setup, and reporting as outlined in the chosen plan.

3.2. CRM Level X Services

CRM Level X Services may include:

• Adaptive Entry Program: Access to the CRM platform with Zapier integration as may be specified in the selected plan.
• Affiliate CRM: Provision of CRM services with sub-accounts as may be specified in the selected plan.
• AI Receptionist Add-On: Automated call handling, question asking, and call transferring services as may be specified in the selected plan, which may require a CRM subscription with a phone number (billed separately).
• Other CRM services as may be offered on the Service Provider's website.

3.3. Custom Design Services

Custom Design Services may include:

• Print Products Design: Creation of designs for print products, which may include a specified number of concepts, revisions, and delivery timeframe as outlined in the chosen plan.
• Logo Design: Creation of logo designs, which may include a specified number of concepts, revisions, and delivery timeframe as outlined in the chosen plan.
• Other custom design services as may be offered on the Service Provider's website.

3.4. Membership Services

Membership Services may include:

• Basic Plan: Access to one user account, print products, design templates, and image uploads as may be outlined in the plan description.
• Elite Plan: Access to one user account, print products, virtual business cards, design templates, organization account, social media publishing, storage, video editing via mobile app, autofill for templates, and lockable fields in templates as may be outlined in the plan description.
• Enterprise Plan: Access to one user account, print products, design templates, multiple organization accounts, social media publishing, storage, designer access, video editing via mobile app, autofill for templates, and lockable fields in templates as may be outlined in the plan description.
• Other membership plans as may be offered on the Service Provider's website.

3.5. Specialty Website Services

Specialty Website Services may include:

• Mortgage Website Setup: Setup of specialized websites for mortgage professionals, which may include ARIVE integration and other features as may be specified in the selected plan.
• Mortgage Website Hosting: Hosting services for mortgage websites as may be specified in the selected plan.
• Other specialty website services as may be offered on the Service Provider's website.

3.6. Sponsored Marketing Services

Sponsored Marketing Services may include:

• Google Ads: Management of Google Ads campaigns, which may include targeted audience setup, campaign management, and reporting as may be specified in the selected plan.
• Facebook Marketing: Management of Facebook advertising campaigns, which may include follower acquisition, targeted advertising, and reporting as may be specified in the selected plan.
• Instagram Marketing: Management of Instagram advertising campaigns, which may include targeted advertising and reporting as may be specified in the selected plan.
• Other sponsored marketing services as may be offered on the Service Provider's website.

3.7. YouTube Channel Services

YouTube Channel Services may include:

• Channel Setup: Creation and optimization of a YouTube channel, which may include channel branding, metadata optimization, channel art creation, and initial channel settings configuration as outlined in the chosen plan.
• Scriptwriting Services: Development of video scripts based on the Customer's requirements and specifications for tutorial, demonstration, or promotional videos as may be agreed upon.
• Screen Recording & Voiceover Services: Recording of software demonstrations, product features, or other visual content with voiceover narration as may be agreed upon.
• Editing & Animation Services: Post-production editing, which may include cuts, transitions, animations, text overlays, and other visual enhancements for videos as outlined in the chosen package.
• Thumbnail Design Services: Creation of custom thumbnails for videos as may be agreed upon.
• SEO Optimization Services: Keyword research and optimization of video titles, descriptions, and tags as may be agreed upon.
• Basic Tutorial Package: Video production which may include screen recording with voiceover and editing, delivered as outlined in the chosen package.
• Detailed Tutorial Package: Enhanced video production which may include animations, transitions, and more comprehensive editing as outlined in the chosen package.
• Software Update Videos: Creation of videos showcasing updates to the Customer's software or products as may be agreed upon.
• Other YouTube Channel Services as may be offered on the Service Provider's website.

3.8. Service Levels

The Service Provider will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

3.8.1. Planned Downtime

Planned downtime (of which the Service Provider will give at least 24 hours notice via email or through the Customer's Account); and

3.8.2. Unavailability Beyond Control

Any unavailability caused by circumstances beyond the Service Provider's reasonable control, including but not limited to acts of God, natural disasters, acts of government, acts of terror or civil unrest, technical failures beyond our control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.

3.9. Technical Support

The Service Provider will provide technical support services related to the Services via email, chat, or phone, as described on the Service Provider's website. The hours of operation for technical support are 8:30 AM to 5:30 PM Eastern Time, Monday through Friday, excluding holidays.

4. MINIMUM COMMITMENT PERIODS

5. PAYMENT TERMS

6. CUSTOMER CONTENT AND RESPONSIBILITIES

6.1. Content Ownership

The Customer retains ownership of all Content provided to the Service Provider for inclusion in the Services. The Customer grants the Service Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, distribute, and display such Content solely for the purpose of providing the Services to the Customer.

6.2. Content Restrictions

The Customer represents and warrants that their Content, and the use of their Content in connection with the Services, does not and will not:

• Infringe, misappropriate, or violate any third party's Intellectual Property Rights, rights of publicity, or other rights;
• Violate any applicable law, regulation, or contractual obligation;
• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
• Constitute or encourage a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law;
• Impersonate any person, or misrepresent the Customer's identity or affiliation with any person or organization;
• Involve commercial activities such as contests, sweepstakes, or other sales promotions, barter, or advertising, without the Service Provider's prior written consent;
• Contain any viruses, worms, Trojan horses, or other harmful or disruptive code.

6.3. Content Removal

The Service Provider reserves the right to remove any Content that, in its sole discretion, violates the provisions of this Agreement or is otherwise objectionable. The Service Provider will notify the Customer of any such removal when reasonably practicable.

6.4. Account Security

The Customer is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. The Customer agrees to notify the Service Provider immediately of any unauthorized use of their Account or any other breach of security.

6.5. Compliance with Laws

The Customer agrees to use the Services in compliance with all applicable laws, regulations, and third-party rights.

6.6. Cooperation

The Customer agrees to provide all information, access, and assistance reasonably required by the Service Provider to provide the Services, including but not limited to:

• Providing accurate and complete information during the sign-up process;
• Responding to the Service Provider's requests for information or approvals in a timely manner;
• Providing Content and other materials necessary for the provision of the Services;
• Providing access to third-party accounts or services as necessary for the provision of the Services, such as Google Ads accounts, social media accounts, or analytics accounts.

6.7. YouTube Content and Rights

For YouTube Channel Services, the Customer acknowledges that:

• All videos and channel content must comply with YouTube's Terms of Service, Community Guidelines, and copyright policies;
• The Customer is responsible for providing accurate information about their software, products, or services to be featured in the videos;
• The Customer must have the necessary rights and permissions to any content, software, logos, or other materials they provide for inclusion in the videos;
• The Service Provider is not responsible for any copyright claims or content strikes issued by YouTube or third parties related to content provided by or requested by the Customer.

6.8. Ad Accounts and Platforms

For Sponsored Marketing Services, the Customer acknowledges that:

• The Customer must comply with the terms and policies of the respective advertising platforms (e.g., Google, Facebook, Instagram);
• The performance of advertising campaigns depends on various factors outside the Service Provider's control, including platform algorithms, competition, and audience behavior;
• The Service Provider does not guarantee specific results from advertising campaigns, such as a certain number of leads, sales, or return on investment.

7. SERVICE PROVIDER RESPONSIBILITIES

7.1. Provision of Services

The Service Provider will provide the Services in accordance with this Agreement and in a professional and workmanlike manner.

7.2. Compliance with Laws

The Service Provider will comply with all applicable laws, regulations, and industry standards in providing the Services.

7.3. Security Measures

The Service Provider will implement reasonable technical, organizational, and administrative systems, resources, and procedures to protect the Customer's Content and personal information against unauthorized access, destruction, loss, alteration, or misuse.

7.4. Service Modifications

The Service Provider reserves the right to modify, suspend, or discontinue any part of the Services at any time. The Service Provider will provide notice of any material modifications, suspensions, or discontinuations at least thirty (30) days before they take effect, unless such change is required by law or is in response to a security emergency.

7.5. Performance Reporting

For Digital Marketing Services and SEO Services, the Service Provider will provide regular performance reports as specified in the selected service plan.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Service Provider Intellectual Property

The Service Provider and its licensors own all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. This Agreement does not convey any rights or licenses to the Customer except as expressly set forth herein.

8.2. Customer Intellectual Property

The Customer and its licensors own all right, title, and interest in and to the Customer's Content, including all Intellectual Property Rights therein.

8.3. License to Use Services

Subject to the terms and conditions of this Agreement, the Service Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use the Services during the Service Term.

8.4. Custom Design Deliverables

For Custom Design Services:

• Upon full payment of all applicable fees, the Service Provider grants the Customer all rights, title, and interest, including all Intellectual Property Rights, in the final design deliverables provided to the Customer;
• The Service Provider retains all rights, title, and interest, including all Intellectual Property Rights, in any preliminary designs, concepts, or other materials that are not selected by the Customer as the final deliverable;
• The Service Provider retains the right to use the final design deliverables in its portfolio for promotional purposes, unless the Customer expressly requests otherwise in writing.

8.5. YouTube Videos and Channel Content

For YouTube Channel Services:

• Upon full payment of all applicable fees, the Service Provider grants the Customer all rights, title, and interest, including all Intellectual Property Rights, in the final video content created for the Customer;
• The Service Provider retains all rights, title, and interest, including all Intellectual Property Rights, in any raw footage, unused designs, templates, animations, or other materials that are not included in the final video deliverables;
• The Service Provider retains the right to use clips or screenshots of the videos in its portfolio for promotional purposes, unless the Customer expressly requests otherwise in writing;
• If the videos feature or demonstrate software or products owned by the Customer, the Customer retains all Intellectual Property Rights in those underlying products or software.

8.6. Membership Content and Templates

For Membership Services:

• The Service Provider grants the Customer a non-exclusive, non-transferable license to use the design templates and other materials provided as part of the Membership Services;
• The Customer may not redistribute, sell, or otherwise transfer the design templates or other materials to any third party;
• The Customer retains all rights, title, and interest in any customized content they create using the templates or materials.

8.7. Feedback

If the Customer provides any suggestions, comments, or other feedback regarding the Services ("Feedback"), the Customer grants the Service Provider a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use the Feedback for any purpose without restriction or obligation to the Customer.

8.8. Portfolio Rights

The Customer grants the Service Provider the right to use the Customer's name and general description of the work performed under this Agreement for the Service Provider's promotional and portfolio purposes, unless the Customer expressly requests otherwise in writing.

9. CONFIDENTIALITY

9.1. Confidential Information

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by other means, 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.

9.2. Protection of Confidential Information

The Receiving Party agrees to:

• Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
• Protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
• Not disclose the Confidential Information to any third party, except as permitted under this Agreement.

9.3. Exceptions

The obligations in Section 9.2 do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was known to the Receiving Party prior to disclosure by the Disclosing Party;
• Is rightfully received by the Receiving Party from a third party without a duty of confidentiality;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is required to be disclosed by law or by a governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party in any effort to resist or narrow such requirement.

9.4. Duration of Obligations

The obligations in this Section 9 will survive the termination or expiration of this Agreement for a period of five (5) years, except for trade secrets, which will remain confidential for as long as they qualify as trade secrets under applicable law.

10. REPRESENTATIONS AND WARRANTIES

10.1. Mutual Representations and Warranties

Each party represents and warrants that:

• It has the legal power and authority to enter into this Agreement;
• It will comply with all applicable laws and regulations in its performance of this Agreement.

10.2. Service Provider Representations and Warranties

The Service Provider represents and warrants that:

• It will provide the Services in a professional and workmanlike manner;
• It will use commercially reasonable efforts to ensure that the Services do not infringe the Intellectual Property Rights of any third party.

10.3. Customer Representations and Warranties

The Customer represents and warrants that:

• It has provided accurate and complete information during the sign-up process;
• It has the right to provide the Content for use in connection with the Services, and such use will not infringe the Intellectual Property Rights of any third party;
• Its use of the Services will comply with this Agreement and all applicable laws and regulations.

11. LIMITATION OF LIABILITY

11.1. Limitation of Liability

11.2. Liability Cap

11.3. Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to:

• Breaches of Section 9 (Confidentiality);
• Infringement or misappropriation of the other party's Intellectual Property Rights;
• Either party's indemnification obligations under Section 12;
• Liability for fraud, gross negligence, or willful misconduct.

11.4. Essential Purpose

The parties agree that the limitations in this Section 11 are an essential part of this Agreement and that the fees for the Services reflect these limitations. THE CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE REASONABLE.

12. INDEMNIFICATION

12.1. Indemnification by Service Provider

The Service Provider will defend, indemnify, and hold harmless the Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the Services, as provided by the Service Provider and used in accordance with this Agreement, infringe the Intellectual Property Rights of a third party.

12.2. Indemnification by Customer

The Customer will defend, indemnify, and hold harmless the Service Provider from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Customer's Content;
• The Customer's use of the Services in violation of this Agreement or applicable law;
• The Customer's breach of any representation, warranty, or covenant in this Agreement.

12.3. Indemnification Procedure

The indemnified party will:

• Promptly notify the indemnifying party in writing of any claim subject to indemnification;
• Give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim in a manner that adversely affects the indemnified party's rights without the indemnified party's written consent);
• Provide the indemnifying party with all reasonable assistance, at the indemnifying party's expense.

12.4. Mitigation

If the Services become, or in the Service Provider's opinion are likely to become, the subject of an infringement claim, the Service Provider may, at its option and expense:

• Procure for the Customer the right to continue using the Services;
• Modify the Services to make them non-infringing while maintaining substantially similar functionality;
• Replace the Services with functionally equivalent non-infringing services;
• If the options above are not commercially reasonable, terminate this Agreement and refund to the Customer any prepaid fees for the period after the termination date.

12.5. Exclusive Remedy

This Section 12 states the indemnifying party's sole liability and the indemnified party's exclusive remedy for any claims of infringement or misappropriation of Intellectual Property Rights.

13. DISPUTES AND GOVERNING LAW

13.1. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

13.2. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof will be resolved as follows:

• The parties will first attempt to resolve the Dispute through good faith negotiations. If the Dispute is not resolved within thirty (30) days after one party notifies the other party of the Dispute, either party may proceed to arbitration.
• Any Dispute not resolved through negotiations will be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Orlando, Florida.

13.4. Attorneys' Fees

In any action, arbitration, or proceeding brought under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and other costs incurred, in addition to any other relief to which it may be entitled.

14. TERM AND TERMINATION

14.1. Term

This Agreement will commence on the Effective Date and will continue until terminated in accordance with this Section 14.

14.2. Termination for Cause

Either party may terminate this Agreement for cause:

• If the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach;
• Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

14.3. Termination by Customer

The Customer may terminate this Agreement at any time by cancelling their subscription through their Account or by contacting the Service Provider's customer service team at 800-282-3122 or 407-519-1140. However, if the Customer terminates this Agreement before the end of the applicable Minimum Commitment Period, the Customer will be required to pay the remaining subscription fees for the balance of the Minimum Commitment Period. These fees will be calculated as follows:

• For Website Hosting Services and Specialty Website Hosting Services, the remaining monthly fees for the balance of the twelve (12) month Minimum Commitment Period;
• For Digital Marketing Services, SEO Services, and CRM Level X Services, the remaining monthly fees for the balance of the six (6) month Minimum Commitment Period;
• For Membership Services, the remaining monthly fees for the balance of the one (1) month Minimum Commitment Period, unless otherwise specified in the selected plan.

14.4. Effect of Termination

Upon termination of this Agreement:

• The Service Provider will cease providing the Services;
• The Customer will pay all fees owed to the Service Provider, including any early termination fees as described in Section 14.3;
• The Service Provider will provide the Customer with a copy of their Content, if requested by the Customer within thirty (30) days of termination;
• The Service Provider will delete or destroy all copies of the Customer's Content in its possession or control after sixty (60) days from the date of termination, unless legally prohibited from doing so.

14.5. Termination by Service Provider

The Service Provider may terminate this Agreement:

• At any time after the applicable Minimum Commitment Period by providing thirty (30) days' written notice to the Customer;
• Immediately if the Customer violates any of the content restrictions in Section 6.2 of this Agreement;
• After three (3) consecutive failed payment attempts.

14.6. Survival

The following provisions will survive the termination or expiration of this Agreement: Sections 5 (Payment Terms), 8 (Intellectual Property Rights), 9 (Confidentiality), 10.4 (Disclaimer of Warranties), 10.5 (No Guarantee of Results), 11 (Limitation of Liability), 12 (Indemnification), 13 (Disputes and Governing Law), 14.4 (Effect of Termination), 14.6 (Survival), and 16 (General Provisions).

15. MODIFICATIONS TO AGREEMENT

15.1. Modifications by Service Provider

The Service Provider reserves the right to modify this Agreement at any time. The Service Provider will provide notice of any material modifications at least thirty (30) days before they take effect, by posting the modified Agreement on the Service Provider's website and/or by sending an email to the Customer's registered email address.

15.2. Customer's Acceptance

The Customer's continued use of the Services after the effective date of any modifications constitutes the Customer's acceptance of the modified Agreement. If the Customer does not agree to the modified Agreement, the Customer may terminate this Agreement in accordance with Section 14.3.

15.3. Previously Agreed Terms

If the Customer has explicitly agreed to a previous version of this Agreement and the modifications materially and adversely affect the Customer's rights or obligations, the previous version will continue to apply to the Customer until the end of the current Billing Cycle.

16. GENERAL PROVISIONS

16.1. Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

16.2. Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the other party's consent.

16.3. Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given:

• When received, if personally delivered;
• When receipt is electronically confirmed, if transmitted by email;
• The day after it is sent, if sent for next day delivery by recognized overnight delivery service;
• Upon receipt, if sent by certified or registered mail, return receipt requested.

Notices to the Service Provider should be sent to: Digital Warehouses of America, Inc. 6200 Metrowest Blvd, Suite 204 Orlando, FL 32835 Email: support@digitalwarehouses.com Notices to the Customer will be sent to the address or email provided by the Customer during the sign-up process or as updated in the Customer's Account.

16.4. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

16.5. Waiver

The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the waiving party.

16.6. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, fire, explosion, accidents, floods, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.7. Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.8. Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

16.9. Headings

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

16.10. Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

17. CONTACT INFORMATION

17.1. Customer Support

For customer support or any questions regarding this Agreement or the Services, please contact us at:

18. ACCEPTANCE

18.1. Electronic Signature

By checking the "I Accept" box during the checkout process, the Customer acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, which constitutes a legal, valid, and binding obligation.

18.2. Effective Date

This Agreement is effective as of the date the Customer completes the checkout process and the Service Provider processes the first payment for the Services.