Master Services Agreement

1. Parties

This Master Services Agreement (“Agreement”) is entered into by and between Trustline Digital Ventures Marketing Management CO. LLC., hereinafter referred to as the "Agency," and any party that signs a proposal issued by the Agency that references or incorporates this Agreement, hereinafter referred to as the “Client.” By signing such a proposal, either electronically or in writing, the Client agrees that this Agreement governs all services provided under that proposal. Agency and Client are collectively referred to as the “Parties.”

2. Term

This Agreement becomes effective on the start date specified in the Client’s signed proposal and will remain in effect for the duration outlined therein ("Term"), unless terminated earlier as per the terms outlined in Section 16: Termination of this Agreement.

3. Scope of Services

3.1 Service Provision:

The Agency will provide the Services as defined in the proposal issued by the Agency and signed by the Client. The scope, deliverables, and timelines applicable to the Services will be detailed in that proposal and collectively referred to as the “Services” under this Agreement.

3.2 Service-Specific Terms:

Any terms, conditions, limitations, or disclaimers specific to the Services being provided are outlined in the Client’s proposal. These service-specific terms are considered an integral part of this Agreement and shall govern the execution of the Services accordingly.

3.3 Modification and Expansion of Services:

During the Term, the Client may request additional services not included in the original proposal ("Additional Services"). The process and terms governing such requests are outlined in Section 9: Service Change Requests of this Agreement.

4. Payment Terms

4.1

The total engagement fee, billing frequency, and payment schedule will be defined in the Client’s signed proposal.

4.2

Any costs related to advertising budgets, software tools, or third-party services not included in the engagement fee will be the sole responsibility of the Client and must be paid directly by the Client unless otherwise agreed in writing.

4.3 Late Payment Fees:

4.3.1 A late fee of 0.75% per week may be applied to the overdue amount for the first two weeks, at the discretion of the Agency.

4.3.2 If the payment remains overdue beyond two weeks, the late fee may increase to 1.5% per week until payment is received.

4.3.3 Late fees accrue weekly based on the original amount due from the due date and do not compound.

4.4 Project Suspension Due to Non-Payment:

4.4.1 If payment is not received within two weeks from the due date, the Agency reserves the right to issue a formal notice warning of potential project suspension.

4.4.2 If payment is not received after two weeks from the due date, the Agency may suspend all services until the overdue payment is made.

4.4.3 Services will resume once all overdue payments are cleared. Project timelines may be adjusted accordingly to account for the delay. For more information, refer to Section 7: Service Timeline Delays.

5. Project Delivery and Acknowledgement

5.1 Delivery Confirmation Process:

5.1.1 Review Notification: When a project deliverable is ready for review, the Agency will send an email to the Client detailing how to access the deliverable and will have a link to an online form for acknowledgement. The email will detail instructions for acknowledging receipt and acceptance.

5.1.2 Online Confirmation Form: The linked online form will allow the Client to easily indicate their confirmation or rejection of the deliverable. The form will include fields for the Client to complete, such as the date of delivery, acceptance or rejection decision, and a digital signature equivalent.

5.1.3 Mandatory Response Period: The Client is required to review and respond to the delivery within ten (10) business days of receipt. Failure to respond within this period or the public use of the deliverables may result in the deliverables being deemed accepted by the Client.

5.2 In case of any discrepancies, issues, or feedback regarding the deliverables, The Client is encouraged to promptly communicate with the Agency via email to marketing@trustlinedigital.ae allow for timely resolution and necessary adjustments.

6. Revision Policy

6.1 Revision Entitlement and Definition:

The Client’s entitlement to revisions will be defined in the signed proposal. If not explicitly stated, the number of included revision rounds may be determined by the nature of the service and at the discretion of the Agency. A "round" of revisions consists of a single set of feedback, change requests, or adjustments submitted by the Client in one communication.

6.2 Revision Process:

6.2.1 Initial Discussion: The Agency will discuss requested revisions with the Client to ensure a clear understanding of the requirements. This discussion can occur via email, phone call, message, or meeting, depending on what is most convenient for both parties.

6.2.2 Confirmation of Revisions:

6.2.2.1 Following the discussion, the Agency may send a confirmation email to the Client summarizing the revision requests, including Detailed descriptions of the requested revisions, expected delivery date, and any additional requirements identified during the meeting.

6.2.2.2 The Client is expected to review and confirm the accuracy of this summary within three (3) business days. If the Client does not respond, the absence of a response will be taken as approval to proceed with the revisions as outlined.

6.2.3 Implementation and Delivery:

6.2.3.1 The Agency will implement the revisions and provide the revised project to the Client.

6.2.3.2 Once delivered, this concludes the current "round" of revisions.

6.2.4 Confirmation of Revised Work: The standard delivery confirmation protocol is applied to the revised work to ensure acceptance by the Client. For details on this protocol, please refer to Section 5: Project Delivery and Acknowledgment.

6.3 Additional Revisions:

6.3.1 Additional rounds of revisions beyond those stipulated in the Client’s signed proposal may incur extra charges. These charges will be based on the additional time and resources required.

6.3.2 The Agency will follow the same protocol as detailed in Section 9: Service Changes and Requests to handle these additional revisions.

6.3.3 The Client acknowledges that requesting further revisions may impact the project timeline. For more details, please refer to Section 7: Service Timeline Delays.

7. Service Timeline Delays

7.1 The service timeline and milestones, as outlined in the Client’s signed proposal, is provided as an estimate. The Agency commits to making every reasonable effort to meet scheduled deliverables and maintain ongoing service performance. However, it is crucial to recognize that delays may occur due to various factors, including but not limited to:

7.1.1 The Client's timely provision of information, approvals, and access to necessary resources is essential for the maintenance of the service schedule. Failure to meet these responsibilities may lead to delays in the delivery of services.

7.1.2 Events or conditions beyond the Agency’s control, such as technical failures, severe weather, or regulatory changes, may impact the timeline and quality of services provided.

7.1.3 Timely payments by the Client are crucial for the continuity of services. Delays in payments may result in a temporary suspension or delay in the provision of the services until payments are received.

7.1.4 If the Client requests significant changes to the strategy or structure, such adjustments may lead to delays and may necessitate a review of the service fees and timeline. Detailed procedures for handling such changes are specified in Section 6: Revisions Policy.

7.1.5 Purchasing additional services that are not part of the initial agreement may affect the ongoing service schedule and resource allocation. For more details about acquiring additional services, please refer to Section 9: Service Change Requests.

7.2 In the event of delays, the following provisions apply:

7.2.1 Delays Caused by Client:

7.2.1.1 If delays are caused by the Client’s actions or inactions (such as delays in payments, providing necessary information, approvals, or access to resources, or requesting significant modifications to the scope of services), these will not extend the agreement’s scheduled end date. The Agency is not obligated to perform any services beyond the original end date necessitated by client-related delays. The Client understands that such delays can also affect the amount of deliverables provided within that month.

7.2.1.2 Should the Client request an extension to complete the services, the Client must submit a written request via email to marketing@trustlinedigital.ae and admin@trustline-ae.com for an extension. The Agency will assess its availability and the impact of the requested extension on its resources and schedule. If the Agency agrees to the extension, it will provide an estimate of additional fees that may be incurred due to the extended service period. This estimate will include any costs related to prolonged resource allocation or additional work. The Client must pay the additional fees before the Agency will proceed with the extended services.

7.2.1.3 Alternatively, the Client may choose to put the project on hold instead of requesting an extension. For more details on the procedure and conditions for putting the project on hold, please refer to Section 19: Project Holds.

7.2.2 Delays Caused by Agency: If the Agency is responsible for delays from factors within its control, the Agency will notify the Client as soon as such a delay is apparent. The agreement end date may be extended by mutual agreement, in writing, to allow for completion of the agreed services. In such cases, the Agency shall make every reasonable effort to minimize the delay and its impact on the Client and no additional charges will be levied for the extended time needed to complete these services.

7.2.3 Force Majeure: If delays arise from events outside the reasonable control of either party, such as natural disasters, severe weather events, or regulatory changes (commonly known as force majeure), both parties will negotiate in good faith to agree on an appropriate course of action, including adjustment of the end date if necessary.

8. Client Communication and Meetings

8.1 Meeting Frequency:

8.1.1 The Agency guarantees availability for one (1) meeting per week throughout the term of the agreement. This time will be allocated in the Agency’s schedule and may be used at the discretion of the Client. While the Client is not required to make use of this weekly meeting, they may request it at any time. Likewise, the Agency may initiate or request weekly meetings based on project demands, key milestones, or the need for strategic alignment.

8.1.2 Depending on the nature and intensity of the project at a given time, either party may also recommend or request more frequent meetings to ensure timely decision-making, efficient execution, and ongoing clarity.

8.1.3 In weeks where no weekly meeting is scheduled or deemed necessary, the Agency will default to recommending and arranging a monthly review meeting to maintain open communication and progress tracking.

8.2 Meeting Format: Meetings can be conducted via phone call, video conference, or in-person, depending on what is most convenient for both parties.

9. Service Change Requests

9.1 Addition of Services: The Client may request to add additional services to the scope of Services by submitting a written request to the Agency. Upon receipt of the request, the Agency shall evaluate the feasibility, impact on timeline, and cost implications of adding the requested services. If the requested services are feasible, the Agency shall provide the Client with a written Change Order detailing the proposed additions, including any adjustments to the project timeline, Fees, or other terms affected by the additions. The Client shall review and approve the Change Order in writing before Company proceeds with implementing the additional services.

9.2 Removal of Services: The Client may request to remove existing services from the scope of Services by submitting a written request to the Agency. Upon receipt of the request, the Agency shall evaluate the impact of removing the services on the project timeline, Fees, and overall project objectives. If the removal of services is feasible, the Agency shall provide the Client with a written Change Order detailing the proposed removals, including any adjustments to the project timeline, Fees, or other terms affected by the removals. The Client shall review and approve the Change Order in writing before the Agency proceeds with removing the services.

9.3 Effect of Changes: Changes to the scope of Services as agreed upon in a Change Order (whether adding or removing services) shall become part of this Agreement and shall supersede any conflicting provisions in the original scope of Services.

10. Performance and Results Disclaimer

10.1 Agency Commitment: The Agency will employ its best professional efforts, skills, and abilities to perform the services described in this Agreement to the best of its capability. The Agency commits to applying industry-standard practices and adheres to the highest levels of service delivery in alignment with the Client’s objectives and strategic goals.

10.2 No Guaranteed Outcomes: The Client acknowledges and agrees that the dynamics of digital marketing, advertising, and web development are subject to many variables and external factors beyond the control of the Agency. Therefore, while the Agency will strive to achieve the desired outcomes, the Agency cannot guarantee specific results, rankings, or the success of any campaign or project undertaken. Performance metrics such as increased traffic, engagement, sales conversions, or rankings on search engines or social media platforms are influenced by market conditions, platform algorithms, and competitive dynamics, which are fluid and can change without notice.

10.3 Continuous Improvement: The Agency is committed to continuous improvement and will adjust strategies based on performance data, the Client feedback, and changes in digital environments. The Agency’s goal is to achieve the best possible outcomes within the scope of the services agreed upon, adapting techniques and strategies to align with evolving digital trends and the Client’s business needs.

11. Intellectual Property

11.1 Upon receipt of full payment, the Agency grants the Client a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the delivered work product for their intended purposes. This license shall be limited to the specific project detailed in this Agreement and any agreed-upon revisions, excluding any third-party materials, any templates, design frameworks, or other reusable assets developed by the Agency used in the creation of the content.

11.2 The Client grants the Agency a non-exclusive license to use the Client's branding materials for the sole purpose of providing digital marketing services.

11.3 Any materials, ideas, or work products developed by the Agency that are not selected or used by the Client shall remain the intellectual property of the Agency and may be reused or modified for other projects.

12. Proprietary Information

12.1 In the course of the Term, the Client may have access to certain proprietary information, including but not limited to proposals, methodologies, internal processes, and other confidential materials exclusive to the Agency. The Client acknowledges that this proprietary information remains the intellectual property of the Agency.

12.2 The Client agrees to keep all proprietary information confidential and not to disclose or use it for any purpose other than the intended project, without written consent. The Client shall not sell, publish, display, copy, distribute, or make this information available to any third party in any form, except as expressly permitted by this Agreement.

12.3 The Client is responsible for protecting the security of the proprietary information and preventing any unauthorized use or disclosure.

13. Confidentiality and Non-Disclosure

Both Parties agree to maintain the confidentiality of all aspects of their working relationship, including but not limited to business strategies, customer data, and proprietary information, strictly confidential, unless required by law or with the written consent of the disclosing Party.

14. Representations And Warranties

14.1 Agency Represents and Warrants:

14.1.1 Professional Standards: The Agency warrants that all services provided under this Agreement will be delivered in a professional manner and in accordance with generally recognized industry standards.

14.1.2 Legal Compliance: The Agency and its employees and representatives shall comply with all applicable laws, regulations, and ordinances, and maintain all necessary licenses and authorizations to perform the services.

14.1.3 Defect Warranty: The Agency warrants that the services will be free from major defects for a period of 30 days following delivery. Should any defects arise within this period, the Agency agrees to correct them at no additional cost to the Client.

14.2 Client Represents and Warrants:

14.2.1 Timely Access to Materials: The Client agrees to provide timely access to all necessary content, materials, visual elements, or any other assets required for the Term’s scope of services.

14.2.2 Regular Meetings: Participation in regular meetings scheduled by the Agency is crucial for discussing project progress, exchanging insights, and making timely decisions critical for the success of the services provided. The Client understands that avoiding any recommended meetings may adversely affect the quality and timeliness of the services delivered.

14.2.3 Prompt Feedback: The Client must provide prompt feedback and approvals for content and campaign strategies to facilitate a seamless workflow and ensure timely delivery of services.

14.2.4 Account Access and Management: Authorization for the Agency to access and manage the Client’s existing and new accounts necessary for service execution, including any required third-party accounts and associated login information for completing tasks outlined in the Scope of Work.

14.2.5 Material Compliance: Any information, data, or materials provided by the Client to the Agency will not infringe or violate any copyright, trademark, trade secret, or other proprietary or privacy rights of any third party.

14.2.6 Legal and Regulatory Compliance: The Client and its employees, subcontractors, agents, and representatives shall comply with all applicable laws, regulations, and ordinances.

14.2.7 Accuracy and Authorization: The Client is responsible for the accuracy, completeness, and propriety of information concerning its products, services, and customers provided to the Agency. The Client warrants that it possesses all necessary releases, licenses, permits, or other authorizations for copyrighted materials or third-party properties provided to the Agency for use in the services or deliverables.

14.3 Limited Warranties and Liability:

14.3.1 General Warranties: The Agency provides no warranties, express or implied, beyond those explicitly stated herein. Specifically, warranties of merchantability and fitness for a particular purpose are expressly excluded.

14.3.2 Liability Limitations: The Agency is not liable for delays or non-conformances primarily caused by:

14.3.2.1 The Client’s misuse or unauthorized modification of the services or deliverables.

14.3.2.2 Failure of the Client to adhere to the Agency’s directions.

14.3.2.3 Use of the services or deliverables in conjunction with non-Agency products.

14.3.2.4 Content, accuracy, or privacy practices of third-party publications or postings as requested or approved by the Client.

14.4 Exclusions and Limitations:

14.4.1 Third-Party Services and Products: The Agency disclaims all responsibility for any third-party services or products used alongside the services provided, including third-party software, platforms, and technology tools.

14.4.2 Client Modifications: The warranty does not cover issues stemming from modifications, alterations, or changes to the deliverables made by the Client or any unauthorized third party.

14.4.3 Misuse and Abuse: Any warranty is void if a defect or failure of the deliverable results from misuse, neglect, improper installation, or mishandling by the Client.

14.4.4 Compatibility: No warranty is made concerning the compatibility of delivered services with other software or systems unless explicitly stated in the Client’s signed proposal.

15. Indemnity

15.1 The Client agrees to indemnify, defend, and hold harmless the Agency and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or related to the Client's use of the services provided by the Agency. This includes, but is not limited to, claims arising from the Client's breach of this Agreement, any misrepresentations made by the Client, any breach of applicable laws or regulations, or any breach of third-party rights, including intellectual property rights.

15.2 The Agency will provide the Client with prompt notification of any such claim, action, or demand that is subject to this indemnification. The Agency reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, and in such case, the Client agrees to cooperate with the Agency's defense of such claim. The Client will not settle any claim without the prior written consent of the Agency.

16. Termination

16.1 Termination by Client:

16.1.1 The Client may terminate this Agreement by submitting a written cancellation request on the Client's official letterhead. The request must be sent via email to admin@trustline-ae.com.

16.1.2 The applicable notice period, final payment obligations, and any early termination fees, if any, will be defined in the Client’s signed proposal. These terms may vary depending on the service type and billing structure.

16.2 Termination by Agency:

16.2.1 The Agency may terminate this Agreement by providing written notice to the Client at least seven (7) days before the next payment due date. The notice must be sent via email to the Client's designated contact.

16.2.2 Upon termination with proper notice, services will cease at the end of the current billing cycle, and the Client will not be liable for the following month's retainer fee.

16.2.3 Immediate Termination: The Agency reserves the right to terminate the Agreement immediately without notice in the event of a material breach of terms by the Client, including but not limited to non-payment of fees, violation of intellectual property rights, or any actions that damage the reputation or business operations of the Agency. In such cases, any outstanding fees for services rendered up until the point of termination are immediately due and payable.

17. Refund Policy

17.1 All payments made under this Agreement are non-refundable. This policy reflects the commitment to allocating resources and planning required to provide continuous service throughout the agreement term.

17.2 While the Agency strives to provide the highest quality of service, it is understood that refunds are not available in cases of dissatisfaction with the services provided. The Agency encourages open communication to address any service concerns during the Term.

18. Dispute Resolution

Any disputes arising from this Agreement shall be resolved through mediation, with both Parties agreeing to participate in good faith. In the event mediation fails, the Parties agree to pursue legal remedies within the competent jurisdiction of the Emirate of Dubai, United Arab Emirates.

19. Project Holds

19.1 Official Hold Procedure:

19.1.1 The Client may request to put the collaboration on hold for any reason. Such a request must be submitted in writing via email to admin@trustline-ae.com. Approval of this request is at the sole discretion of the Agency, and the Agency will consider the impact of the hold on the project's timelines and objectives before making a decision.

19.1.2 Upon receiving a hold request, the Agency will provide written confirmation that the Agreement has been placed on hold and will inform the Client of the new scheduled dates for service milestones and adjusted payment dates, as appropriate.

19.1.3 Prior to the hold taking effect, the Client is required to settle any outstanding balance payments.

19.2 Unofficial Pauses Due to Client Inactivity:

19.2.1 If services are paused due to inactivity from the Client, such as delays in providing necessary feedback or materials, and this inactivity prevents the Agency from progressing with the project, the Agency may issue a written notice placing the project officially on hold.

19.2.2 If the Client activity resumes after the project has been placed on hold, the Agency will adjust the deliverables for the month proportionally based on the length of the inactivity period. The deliverables for that month will be reduced accordingly to reflect the reduced available working time.

19.2.3 If a monthly retainer fee is part of the Client’s signed proposal, it remains unchanged during periods of inactivity and adjusted deliverables, reflecting the commitment of the Agency resources to the project. If a monthly retainer fee is due during this period of inactivity, the payment is still due as scheduled.

19.3 Maximum Hold Duration: The total duration for which the project can be put on hold, whether through official request or due to the Client inactivity, shall not exceed 6 weeks during the Term.

19.4 Resumption of Work:

19.4.1 Following a hold, whether official or due to the Client inactivity, the Client must provide notice of their intention to resume work. The Agency will then issue revised deliverables and timeline for the continuation of services.

19.4.2 If the Client decides not to resume the project after the specified hold period or fails to communicate their intentions by the end of the hold period, the Agency reserves the right to terminate the project. For details regarding the implications of early termination of services, please refer to Section 16: Termination.

20. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral.

21. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai, United Arab Emirates.

Updated: May 16, 2025