1. Services
 
1.1 Scope of Services
Shark Digital agrees to provide the digital marketing services as described in the attached proposal (Exhibit A), which may include but are not limited to AI-powered marketing, Web 3 & blockchain applications, Shopify e-commerce solutions, Amazon services management, branding, photography and videography, and podcast room usage.
 
1.2 Service Customization
Services will be tailored to meet the specific needs of the Client as outlined in the Statement of Work (SOW), which is agreed upon by both parties prior to the commencement of services.
 
2. Compensation
 
2.1 Fees
The Client agrees to pay the Service Provider the fees as outlined in Exhibit A for the services provided. Fees are subject to change based on project scope and duration, as mutually agreed upon in writing.
 
2.2 Payment Terms
Invoices will be issued as follows:

• Initial Deposit: 50% of the total fee due upon signing this Agreement.
• Monthly Retainer Services: Invoiced monthly in advance.
• Project-Based Services: 50% upfront, 50% upon completion of the project.

Payments are due within 14 days of the invoice date. Late payments may incur a late fee of 2% per month.
 
2.3 Additional Costs
The Client agrees to reimburse Shark Digital for any additional expenses incurred during the course of providing services, including but not limited to third-party software, hosting fees, advertising costs, or travel expenses. Any such expenses will be pre-approved by the Client.
 
3. Term and Termination
 
3.1 Term
This Agreement shall commence on the date of signing and continue until the completion of the services as specified, or until terminated as provided herein.
 
3.2 Termination for Convenience
Either party may terminate this Agreement for any reason with 30 days’ written notice.
 
3.3 Termination for Cause
Either party may terminate this Agreement immediately if the other party materially breaches any term of this Agreement and fails to cure such breach within 15 days of receiving written notice.
 
3.4 Effect of Termination
Upon termination, the Client will pay for all services rendered and expenses incurred up to the date of termination. Any remaining deposit will be refunded to the Client, less any outstanding fees.
 
4. Confidentiality
 
4.1 Confidential Information
Both parties agree to keep all confidential information received from the other party in strict confidence and not to disclose it to any third party without prior written consent.
 
4.2 Exceptions
Confidential Information does not include information that is publicly known or becomes publicly known through no fault of the receiving party, or is independently developed without reference to the Confidential Information.
 
5. Intellectual Property
 
5.1 Ownership
All intellectual property, including but not limited to designs, trademarks, logos, and materials created by Shark Digital during the course of providing services, shall remain the property of the Client upon full payment of fees.
 
5.2 License
Shark Digital retains the right to use the completed work in its portfolio, marketing materials, or other promotional uses unless expressly prohibited by the Client in writing.
 
6. Warranties and Representations
 
6.1 Service Provider Warranties
Shark Digital warrants that it will perform the services in a professional and workmanlike manner and in accordance with industry standards.
 
6.2 Client Warranties
The Client warrants that they have the authority to engage Shark Digital and that they will provide all necessary information and cooperation required to perform the services.
 
6.3 Limitation of Liability
Shark Digital’s liability under this Agreement shall be limited to the amount of fees paid by the Client for the services rendered. In no event shall Shark Digital be liable for any indirect, special, or consequential damages.
 
7. Dispute Resolution
 
7.1 Negotiation
In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.
 
7.2 Arbitration
If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in Dubai, UAE, in accordance with the rules of the Dubai International Arbitration Centre (DIAC). The decision of the arbitrator shall be final and binding on both parties.
 
8. Miscellaneous
 
8.1 Entire Agreement
This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings.
 
8.2 Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
 
8.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the UAE.
 
8.4 Notices
All notices under this Agreement shall be in writing and delivered via email or certified mail to the addresses listed at the beginning of this Agreement.