These General Terms and Conditions govern the relationship between Online Founders LLC, with its registered office at 1023 E Lincolnway, Cheyenne, WY 82001, USA (hereinafter referred to as the "PROVIDER"), and the client accepting these terms (hereinafter referred to as the "CLIENT").

By accepting these Terms and Conditions through a checkbox or signing the document, the CLIENT acknowledges that they have read, understood, and agreed to all the terms and conditions of this Agreement. The electronic signature or checkbox selection serves as the CLIENT's legally binding acceptance, in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA).

1. OBJECT OF THE AGREEMENT

1.1 The CLIENT assigns the PROVIDER, Online Founders LLC, to provide online marketing services ("Marketing Services") to support the CLIENT's promotion and communication activities under the terms and conditions specified in this document.

1.2 The Marketing Services provided by the PROVIDER may include, but are not limited to:

Strategic consulting on brand identity and communication; Development of online advertising campaigns and management of client acquisition strategies; Assistance in creating digital content; Optimization of the CLIENT's digital presence; Implementation of sales funnels and automations for contact management.

1.3 The CLIENT agrees to provide all necessary information and materials in a timely manner for the execution of the Marketing Services and to actively collaborate with the PROVIDER to ensure the effectiveness of the activities performed.

1.4 If the CLIENT has multiple projects managed by the PROVIDER, each project will be treated separately and regulated by an independent agreement, with compensation and applicable conditions specific to each project.

1.5 The PROVIDER agrees to provide regular updates on the activities performed and the results achieved for each project, according to the agreed-upon methods and timelines.

2. INTELLECTUAL PROPERTY RIGHTS OWNERSHIP AND USE OF CONTENT

2.1 The CLIENT declares that they are the legitimate owner of all intellectual property rights related to the Products and materials provided to the PROVIDER and guarantees that such materials do not infringe on third-party rights.

2.2 The PROVIDER may use such materials exclusively for the execution of the agreed Marketing Services and for no other purpose, unless otherwise agreed in writing.

2.3 The CLIENT agrees to indemnify and hold harmless the PROVIDER, its employees, and collaborators from any claims by third parties regarding the use of the materials provided and the content created as part of the Marketing Services.

3. FEES AND PAYMENT TERMS

3.1 The CLIENT agrees to pay the PROVIDER a base fee of €2,500 as a fixed marketing support fee for each project payable as a one-time amount or 12 monthly installments of €250. This base fee is independent of the compensation related to generated revenue.

3.2 In addition to the base fee, the CLIENT agrees to pay the PROVIDER a commission equal to 40% of the revenue generated through the marketing and commercial support activities carried out by the PROVIDER. In the absence of commercial support, the commission will be reduced to 30% of the revenue.

3.3 If the CLIENT has multiple projects managed by the PROVIDER, compensation will be calculated and applied separately for each project, with no possibility of compensation between projects, unless otherwise agreed in writing.

3.4 The compensation will be calculated on a quarterly basis for each project and must be paid by the CLIENT within 15 days following the end of the respective quarter.

3.5 In the event of payment delays exceeding 15 days, the PROVIDER reserves the right to suspend the services for the specific project until receipt of the due payments, without exempting the CLIENT from the obligation to pay the amounts owed.

4. DURATION AND AUTOMATIC RENEWAL OF THE AGREEMENT

4.1 This Agreement will have a duration of 12 months from the date of acceptance by the CLIENT and will apply to the specific project indicated in the Agreement. At the end of the initial term, the Agreement will automatically renew for an additional year, unless a written notice of termination is given at least 30 days before the annual expiration date.

4.2 Any changes to the terms of the Agreement, including revisions to the compensation, must be communicated at least 30 days before the expiration date of the Agreement and expressly accepted by the CLIENT.

4.3 In the event of non-payment, a serious breach of the contractual conditions, or lack of cooperation by the CLIENT, the PROVIDER may terminate the Agreement with immediate effect, upon written notice to the CLIENT.

5. CLIENT REPRESENTATIONS AND RESPONSIBILITIES

5.1 The CLIENT agrees not to use the material created by the PROVIDER for purposes other than those provided for in the Agreement and not to transfer it to third parties without the PROVIDER’s written consent.

5.2 The CLIENT guarantees the accuracy and legality of the content provided to the PROVIDER for the execution of the Agreement and releases the PROVIDER from any liability arising from the improper use or non-compliance of such content.

5.3 The CLIENT assumes full responsibility for any damages resulting from the unauthorized use of the materials and information provided by the PROVIDER.

6. USE OF IMAGES AND TESTIMONIALS

6.1 The CLIENT authorizes the PROVIDER to use their testimonials (written, audio, or video) within the PROVIDER's websites or other marketing materials, free of charge and without time limits.

6.2 The CLIENT consents to the use of their images, videos, photos, and audio recordings made during any “one-to-many calls” or other activities, for commercial and marketing purposes, without compensation.

6.3 This authorization does not allow the use of the image in contexts that could damage the CLIENT’s personal dignity and decorum, and in any case for uses other than those indicated.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 The PROVIDER shall not be liable for indirect, incidental, consequential, or punitive damages, including, but not limited to, loss of profits, data, or other economic losses arising from the use of the service, regardless of the legal basis of the claim, even if the PROVIDER has been advised of the possibility of such damages.

7.2 The CLIENT agrees to indemnify and hold harmless the PROVIDER, its employees, and collaborators from any claim, legal action, or damage arising from the use of the materials provided by the CLIENT and from the violation of applicable laws or regulations.

8. FORCE MAJEURE CLAUSE

8.1 Neither Party shall be liable for any failure to perform or delay in performance due to force majeure, including but not limited to wars, terrorist acts, strikes, internet service interruptions, or natural disasters.

9. CONFIDENTIALITY

9.1 Each Party agrees to keep confidential all information, data, and materials acquired during the execution of the Agreement and not to disclose them to third parties without the written consent of the other Party.

9.2 The confidentiality obligations shall remain in effect even after the termination of this Agreement for a period of 2 years.

10. JURISDICTION AND DISPUTE RESOLUTION

10.1 Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the State of Wyoming, USA, and shall be resolved in accordance with the laws of the State of Wyoming. Any legal action, lawsuit, or proceeding must be brought before the state or federal courts located in Wyoming.

11. STATEMENT OF UNDERSTANDING

11.1 The CLIENT declares that they have been adequately informed about the contents of this Agreement and have had the opportunity to seek clarification and further information from the PROVIDER regarding any clause or condition, before accepting the general terms and conditions. The CLIENT confirms that their acceptance is conscious and voluntary.

12. ACCEPTANCE OF TERMS AND CONDITIONS

By accepting these Terms and Conditions, the CLIENT confirms that they have read, understood, and accepted all the clauses of this Agreement with Online Founders LLC.Code