1.Acceptance of These Terms

These Terms of Service (these "Terms") form a binding agreement between you ("you," "your," or "User") and Pineda Partners II, LLC, a Nevada limited liability company doing business as Pineda Partners ("Pineda Partners," the "Company," "we," "us," or "our"). These Terms govern your access to and use of the website located at pinedapartners.com and any related subdomains, pages, content, forms, and online services we make available (collectively, the "Website").

By accessing, browsing, or using the Website, by submitting any inquiry or form, or by purchasing or engaging any services we offer, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy set out below, which is incorporated into and forms part of these Terms. If you do not agree to these Terms, you must not access or use the Website or our services.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity.

2.Who We Are; Definitions

Pineda Partners is a revenue partner and marketing services firm. The following definitions apply throughout these Terms:

"Client" means any person or entity that engages the Company for services under a separate written agreement.

"Client Agreement" means any Revenue Partnership Agreement, statement of work, order form, or other written services agreement executed between the Company and a Client.

"Content" means all text, graphics, images, logos, video, audio, copy, scripts, designs, software, data, and other materials made available on or through the Website.

"Deliverables" means all work product the Company creates in connection with its services, including funnels, landing pages, automations, workflows, standard operating procedures, dashboards, reporting systems, scripts, recruiting materials, training materials, and Ad Creative.

"Ad Creative" means advertising creative produced by the Company, including ad copy, scripts, hooks, angles, video, images, and creative concepts.

"Services" means any services the Company offers, provides, or describes on the Website or under a Client Agreement.

3.Eligibility

The Website and the Services are intended solely for business and commercial use by persons who are at least eighteen (18) years of age and who can form a legally binding contract. The Website is not directed to consumers seeking personal, family, or household services, and it is not intended for use by minors. By using the Website, you represent and warrant that you meet these requirements.

4.Relationship to Client Agreements

These Terms govern your use of the Website and any preliminary interactions with the Company. They do not, by themselves, create an engagement for Services or any obligation on the Company to provide Services.

Any engagement for Services is governed by a separate, signed Client Agreement. If you become a Client, the terms of your Client Agreement control the engagement. In the event of any conflict between these Terms and a fully executed Client Agreement with respect to the subject matter of that engagement, the Client Agreement controls. These Terms continue to govern your use of the Website at all times.

Nothing on the Website constitutes an offer that can be accepted to bind the Company, and no statement, proposal, quote, or communication creates a binding engagement unless and until set forth in a written Client Agreement signed by an authorized representative of the Company.

5.Our Services

The Company offers full-stack revenue partnership and marketing services, which may include paid advertising management, funnel strategy and build, sales team recruitment and management, customer relationship management and automation, reporting and analytics, and related growth services. The specific scope, deliverables, fees, and terms applicable to any engagement are defined exclusively in the applicable Client Agreement.

Descriptions of Services on the Website are provided for general informational purposes only, are subject to change without notice, and do not constitute a commitment to provide any particular service, result, or outcome.

6.No Guarantee of Results

The Company does not guarantee, warrant, or represent any specific revenue results, sales volume, lead volume, close rate, return on advertising spend, profit, growth, ranking, traffic, conversion rate, or other performance outcome. Any examples, figures, case studies, testimonials, projections, or statements of past or potential performance are illustrative only and are not a promise or guarantee of your results.

You acknowledge that results depend on numerous factors outside the Company's control, including market conditions, the quality of your product and offer, advertising platform performance and policies, pricing, competition, your own business operations, your timely cooperation, and economic conditions. You are solely responsible for your business decisions and outcomes. Nothing on the Website or in our communications constitutes a guarantee, warranty, or representation of any specific financial or business outcome.

7.Fees and Payment Authorization

Fees for Services are set forth in the applicable Client Agreement. Where a Client Agreement provides for recurring charges, you authorize the Company to charge the payment method you place on file on a recurring basis, in the amounts and at the intervals stated in that agreement, until the engagement terminates in accordance with its terms and all amounts owed are paid in full. You agree to keep a valid payment method on file for the duration of your engagement and to keep your billing information current.

Amounts invoiced separately, including any revenue share or other amounts designated for payment by wire transfer, are due in accordance with the payment method and timeline stated in the applicable Client Agreement and on the applicable invoice. Late or unpaid amounts may accrue interest and collection costs to the maximum extent permitted by law, and may result in suspension or termination of Services.

8.No Refunds; All Sales Final

All payments made to the Company are final and non-refundable. Fees are consideration for services rendered and capacity reserved during the applicable period and are not prorated, refundable, creditable, or subject to adjustment based on revenue performance, results achieved, level of usage, early termination, or your satisfaction with outcomes. This no refund policy applies to retainers, service fees, revenue share, setup fees, deposits, and all other amounts, except where a non-waivable right to a refund is required by applicable law.

9.Chargebacks and Payment Disputes

Before initiating any chargeback, payment reversal, credit card dispute, or bank dispute with respect to any payment made to the Company, you agree to first notify the Company and use the dispute process described below to attempt to resolve the matter in good faith. Initiating a chargeback or payment dispute without first using that process is a breach of these Terms, and the Company may pursue available remedies, including recovery of any amount improperly charged back, any associated fees, costs of collection, and reasonable attorneys' fees.

Your primary remedy for any billing concern is the written dispute process set forth in your Client Agreement, or, where no Client Agreement applies, by contacting the Company in writing at the address in Section 34 within five (5) business days of the charge. You agree to work with the Company in good faith to resolve any billing concern through that process. Nothing in this Section waives any dispute or chargeback right that cannot be waived under applicable law or the rules of your card network or bank.

10.Intellectual Property

10.1 Website Content

The Website and all Content are owned by the Company or its licensors and are protected by copyright, trademark, trade dress, and other intellectual property laws. "Pineda Partners," the Company's logos, and other names, marks, and slogans are trademarks or service marks of the Company. Nothing on the Website grants you any license or right to use any such mark without the Company's prior written permission.

10.2 Deliverables and Ad Creative

As between the Company and any Client, all Deliverables and all Ad Creative are and remain the sole and exclusive property of the Company. No Deliverable or Ad Creative is a work made for hire, and no ownership transfers to any Client, notwithstanding that a Deliverable may reside within a Client's systems or advertising accounts. Any license to use Deliverables or Ad Creative is limited, non-exclusive, non-transferable, and terminates automatically upon expiration or termination of the applicable engagement, all as set forth in the applicable Client Agreement. The Company may continue to use, modify, and license its Deliverables and Ad Creative for any purpose, including with other clients.

10.3 Client Data

A Client's own customer records, contact information, lead lists, and the personal data of a Client's customers and prospects ("Client Data") remain the property of the Client. Client Data is distinct from the Deliverables.

11.Limited License to Use the Website

Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Website for your internal business evaluation purposes only. You may not copy, reproduce, republish, distribute, display, modify, create derivative works from, scrape, frame, mirror, sell, or otherwise exploit any part of the Website or its Content without the Company's prior written consent. All rights not expressly granted are reserved.

12.Acceptable Use

You agree that you will not, and will not permit any third party to:

use the Website for any unlawful, fraudulent, infringing, or unauthorized purpose;

violate any applicable law, regulation, or third-party right, including advertising platform policies, privacy laws, and consumer protection laws;

access or attempt to access any account, system, or data not intended for you, or bypass any security or access control;

introduce any virus, malware, or other harmful code, or interfere with or disrupt the integrity or performance of the Website;

use any robot, spider, scraper, or automated means to access or collect data from the Website without our prior written permission;

reverse engineer, decompile, or attempt to derive the source code of any part of the Website;

harvest or collect information about other users; or

use the Website or any Content to build, train, or develop a competing product or service.

We may investigate and take any action we deem appropriate for any actual or suspected violation, including suspending or terminating your access and reporting conduct to law enforcement.

13.User Submissions

If you submit any information, inquiry, comment, idea, feedback, or other material to the Company through the Website or otherwise ("Submissions"), you grant the Company a worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, and otherwise exploit such Submissions for any lawful business purpose, without compensation or attribution to you. You represent and warrant that you own or control all rights in your Submissions and that they do not violate these Terms or any third-party right. Do not send us confidential or proprietary information through the Website unless we have a written agreement governing its treatment.

14.Third-Party Platforms and Links

The Website and the Services may reference, integrate with, or link to third-party platforms, websites, tools, and services, including advertising platforms and customer relationship management systems. The Company does not control and is not responsible for any third-party platform, its availability, its policies, or any content or service it provides. Your use of any third-party platform is governed by that third party's terms, and the Company disclaims all liability arising from your use of, or inability to use, any third-party platform.

15.Testimonials and Forward-Looking Statements

Any testimonials, endorsements, reviews, case studies, or examples of results that appear on the Website reflect the individual experiences of specific persons and are not a representation that you or anyone else will achieve the same or similar results. Testimonials are not necessarily representative of all clients and have not been independently verified unless expressly stated. Any statement on the Website that is not a statement of historical fact may be a forward-looking statement that involves assumptions, risks, and uncertainties, and actual outcomes may differ materially.

16.Confidentiality

During the course of any interaction or engagement, you may receive non-public information relating to the Company's business, strategies, pricing, systems, processes, funnels, scripts, and materials ("Confidential Information"). You agree to keep all Confidential Information strictly confidential, to use it only as necessary in connection with a permitted purpose, and not to disclose it to any third party or use it for the benefit of any competitor. This obligation does not apply to information that is or becomes publicly available through no fault of yours, and it survives any termination of your relationship with the Company.

17.Privacy

Our collection and use of personal information in connection with the Website and our Services is described in the Privacy Policy set out below, which is incorporated into and forms part of these Terms. By using the Website, you consent to the practices described in that Privacy Policy. You are responsible for ensuring that any data you provide to us, including any data concerning your own customers or prospects, has been collected and may be shared with us in compliance with all applicable laws.

18.Communications Consent

18.1 Consent to Contact.

By providing your contact information to the Company, or by communicating with the Company through any channel, you agree that the Company and those acting on its behalf may contact you for transactional, operational, and marketing purposes through any of the following channels: email; telephone calls; voicemail and ringless voicemail; SMS and MMS text messages; chat, web forms, and other messaging tools; direct messages on third-party platforms; and push notifications. This consent applies to the telephone numbers, email addresses, and other contact points you provide, including any mobile number, and remains in effect even if a number is listed on any state, federal, or internal do-not-call registry.

18.2 Automated and AI-Generated Communications.

You expressly consent to receive communications that are created, sent, delivered, or conducted in whole or in part by automated means, including automatic telephone dialing systems, prerecorded or artificial voice messages, automated text messaging systems, and artificial intelligence. You acknowledge and agree that calls, messages, and conversations may be generated, voiced, or carried out by AI or other automated agents, including through the use of synthetic or simulated voices and automated chat, and that you may interact with such systems rather than with a live person. Your consent to receive automated or AI-generated marketing communications is not a condition of purchasing any product or service.

18.3 Recording and Analysis.

You consent to the Company and its service providers recording, transcribing, monitoring, storing, and analyzing communications with you, including telephone calls and AI-conducted calls and chats, for quality, training, compliance, record-keeping, and service-improvement purposes, to the extent permitted by applicable law.

18.4 Frequency, Rates, and Opt-Out.

Message frequency varies. Message and data rates may apply to calls and text messages. You may opt out of marketing text messages at any time by replying STOP. You may opt out of marketing emails using the unsubscribe link in those messages. Opting out of marketing communications does not stop transactional or service communications relating to an active engagement. Additional detail is described in our Privacy Policy.

18.5 Electronic Records.

You agree that all agreements, notices, disclosures, and other communications the Company provides to you electronically satisfy any legal requirement that such communications be in writing. This Section does not change the formal notice requirements of any Client Agreement.

18.6 Affiliated Partners; Information Sharing.

You consent to the Company sharing the information you provide with its Affiliated Partners, and you consent to receive communications from those Affiliated Partners through the channels described in this Section, including automated and AI-generated outreach, subject to the limitation in the following sentence. The Company does not share your mobile telephone number or your text-messaging (SMS) opt-in information with Affiliated Partners or any other third party for those parties' own marketing, and any consent you give the Company to receive automated, prerecorded, AI-generated, or text-message communications applies only to the Company; an Affiliated Partner that wishes to call or text you must obtain its own consent as required by law. For purposes of these Terms, "Affiliated Partners" means brands, companies, and other entities that the Company owns in whole or in part, that are under common ownership or control with the Company, or with which the Company has a marketing, referral, joint-venture, or other business relationship, in each case whether or not the Company holds any ownership interest in them. The Company's collection, use, and sharing of personal information, and any rights you may have to limit or opt out of certain sharing, are further described in our Privacy Policy.

19.Compliance with Laws

Each party will conduct its activities in compliance with all applicable federal, state, and local laws and regulations, including Federal Trade Commission regulations, advertising platform policies, privacy and data protection requirements, and consumer protection laws. You represent and warrant that your business, products, and offers are operated in compliance with applicable law and that any materials you provide to the Company do not infringe any third-party intellectual property or proprietary right. You are solely responsible for the legality of your own products, offers, claims, and business operations.

20.Disclaimer of Warranties

THE WEBSITE, ALL CONTENT, AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. THE COMPANY MAKES NO WARRANTY REGARDING ANY RESULTS, REVENUE, OR OUTCOMES, AS FURTHER DESCRIBED IN SECTION 6. NO ADVICE OR INFORMATION OBTAINED FROM THE COMPANY CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

21.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE WEBSITE, THE CONTENT, OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE WEBSITE, THE CONTENT, OR YOUR USE OF EITHER WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE LIABILITY OF THE COMPANY UNDER ANY CLIENT AGREEMENT IS GOVERNED BY THAT AGREEMENT. THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT. THE LIMITATIONS IN THIS SECTION LIMIT THE LIABILITY OF THE COMPANY ONLY AND DO NOT LIMIT OR REDUCE YOUR PAYMENT OBLIGATIONS OR YOUR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.

22.Indemnification

You agree to indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, contractors, agents, and affiliates from and against any and all third-party claims, demands, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Website or the Services; (b) your breach of these Terms; (c) your violation of any law or any third-party right; (d) any materials, data, products, offers, or claims you provide or make; or (e) your negligence or willful misconduct. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with the Company's defense.

23.Term and Termination

These Terms remain in effect while you access or use the Website. The Company may suspend, restrict, or terminate your access to the Website at any time, with or without cause and with or without notice, including for any actual or suspected violation of these Terms. Termination of your access to the Website does not affect any engagement under a Client Agreement, which is governed by its own terms. The provisions of these Terms that by their nature should survive termination will survive, including Sections 6, 8, 9, 10, 16, and 19 through 34.

24.Dispute Resolution and Arbitration

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial.

24.1 Informal Resolution.

Before initiating any arbitration, the party asserting a dispute, claim, or controversy arising out of or relating to these Terms, including its formation, interpretation, breach, termination, or enforceability (a "Dispute"), shall first provide written notice to the other party at the address in Section 34, describing the nature of the Dispute and the relief sought. The parties shall have fifteen (15) business days after receipt of such notice to attempt in good faith to resolve the Dispute informally before either party may commence arbitration.

24.2 Binding Arbitration.

Any Dispute that is not resolved informally shall be resolved exclusively through final and binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator and shall be seated in Clark County, Nevada. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award any remedy or relief that a court of competent jurisdiction could order, including injunctive relief and an award of attorneys' fees and costs to the prevailing party.

24.3 Emergency Relief.

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

24.4 Jury Trial Waiver.

To the fullest extent permitted by applicable law, each party irrevocably waives any right to a trial by jury in any proceeding arising out of or relating to these Terms.

25.Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THAT CLAIM SHALL BE SEVERED AND HEARD IN A COURT OF COMPETENT JURISDICTION, AND ALL OTHER CLAIMS SHALL REMAIN IN ARBITRATION.

26.Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Nevada, without regard to its conflict-of-law principles. Subject to the arbitration provisions in Section 24, the exclusive venue for any permitted court proceeding shall be the state and federal courts located in Clark County, Nevada, and you consent to the personal jurisdiction of those courts.

27.Changes to These Terms

The Company may modify these Terms at any time by posting the revised Terms on the Website and updating the "Last Updated" date above. Changes are effective when posted unless otherwise stated. Your continued use of the Website after changes are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

28.Assignment

You may not assign or transfer these Terms or any of your rights or obligations without the Company's prior written consent, and any attempted assignment in violation of this Section is void. The Company may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

29.Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.

30.No Waiver

No failure or delay by the Company in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it. Any waiver must be in writing and signed by the Company to be effective.

31.Force Majeure

The Company is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, labor disputes, internet or utility failures, changes in third-party platform policies or availability, government action, or war or civil unrest.

32.Entire Agreement

These Terms, together with the Privacy Policy and, for Clients, any applicable Client Agreement, constitute the entire agreement between you and the Company regarding your use of the Website, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding that subject matter. For Clients, the applicable Client Agreement governs the engagement as described in Section 4.

33.Interpretation

Headings are for convenience only and do not affect interpretation. The words "including" and "include" mean "including without limitation." No rule of construction requiring interpretation against the drafter applies to these Terms. These Terms do not create any third-party beneficiary rights.

34.Contact and Notices

Questions about these Terms, and any notice required or permitted under these Terms, may be directed to:

Pineda Partners II, LLC (d/b/a Pineda Partners)
Attn: Legal
375 E. Warm Springs Road, Suite 204
Las Vegas, NV 89119
Email: [email protected]

Written notice to you may be provided to the email address or contact information you have on file with the Company. Notice is effective upon delivery, or, for email, upon confirmed receipt where confirmation is required by an applicable Client Agreement.