BRIDENYA LLC – TERMS AND CONDITIONS

By accessing our websites, interacting with our advertisements, or engaging our Services, you (“User,” “Partner,” “Client,” or “Customer”) agree to be bound by these Terms. If you do not agree, you must immediately cease using our websites and Services.

1. Scope of Services & Reseller Framework

  • Marketing Services: Bridenya LLC provides digital marketing, advertising execution, lead generation, and funnel building. Services are provided on an independent contractor basis.

  • Reseller Framework: Bridenya LLC operates, in whole or in part, as an authorized independent reseller or affiliate marketer for third-party companies, brands, and manufacturers (“Product Partners”).

  • No Joint Venture: Nothing in these Terms creates a partnership, joint venture, employer-employee, or franchise relationship between Bridenya LLC and any Product Partner or User.

2. Advertising, Paid Media, and Landing Pages

  • Ad Channels: We deploy paid advertising campaigns across third-party platforms (e.g., Meta/Facebook, Google, TikTok). Users interacting with these ads are subject to both these Terms and the terms of the respective ad platform.

  • Secondary Assets: These Terms strictly extend to and protect all secondary domains, subdomains, capture pages, and landing pages owned, operated, or deployed by Bridenya LLC for marketing or reselling purposes.

  • Ad Compliance: While Bridenya LLC structures campaigns to comply with platform policies, Partners must independently verify that their underlying offers, claims, and product guarantees comply with federal, state, and provincial advertising standards.

3. Intellectual Property Rights

  • Company IP: All proprietary systems, advertising frameworks, custom scripts, marketing methodologies, software, copyright materials, and trade secrets developed or utilized by Bridenya LLC remain the sole and exclusive intellectual property of Bridenya LLC.

  • Partner IP: Product Partners and Clients retain ownership of their pre-existing trademarks, logos, and product designs. By entering into an agreement, Partners grant Bridenya LLC a worldwide, royalty-free, non-exclusive license to use, display, and modify their brand assets solely for the execution of marketing campaigns and reselling activities.

  • Portfolio Clause: Bridenya LLC reserves the right to showcase anonymized or public-facing campaign materials within its professional portfolio, unless expressly restricted by a separate, signed Non-Disclosure Agreement (NDA).

4. Payments, Fees, and Financial Terms

  • Fee Structures: Compensation models may include fixed monthly retainers, performance commissions, revenue-share percentages, or hybrid models, explicitly detailed in individual signed service agreements.

  • Invoicing: All invoices are issued via electronic means and are strictly due within seven (7) to fourteen (14) calendar days from the date of issuance, unless otherwise specified in writing.

  • Suspension of Service: Failure to clear outstanding invoices within the specified timeframe constitutes a material breach, granting Bridenya LLC the absolute right to suspend all active ad campaigns, landing pages, and ongoing services without liability for any resulting loss of traffic or revenue.

  • Tax Obligations: All listed fees are exclusive of applicable state, federal, provincial, or international taxes (including VAT, sales tax, or GST), which shall be added to the invoice where legally mandated.

5. Absolute Limitation of Liability & Third-Party Product Disclaimer

  • Product Liability Exclusion: Bridenya LLC acts solely as a marketing agent or reseller. We do not manufacture, design, pack, or control the quality, safety, efficacy, or legality of the products provided by our Product Partners. Any and all claims regarding product defects, shipping delays, physical injury, property damage, or misrepresentation are the sole legal and financial responsibility of the original manufacturer or Product Partner.

  • No Revenue Guarantees: Marketing outcomes are subject to highly volatile market variables, algorithmic fluctuations, and consumer behavior. Bridenya LLC explicitly disclaims any warranty, express or implied, regarding specific financial returns, sales volume, or revenue metrics.

  • Damages Cap: To the maximum extent permitted by applicable law in the State of Wyoming, the United States, and Canada, Bridenya LLC shall never be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, data, goodwill, or business interruption.

  • Maximum Liability: The total aggregate liability of Bridenya LLC for any legal claim arising out of these Terms or the use of our Services shall strictly not exceed the total amount of fees actually paid by the claimant to Bridenya LLC during the immediate three (3) months preceding the event giving rise to liability.

6. Indemnification

You agree to indemnify, defend, and hold harmless Bridenya LLC, its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, or legal fees (including attorney fees) arising directly or indirectly from:

  • Your breach of these Terms;

  • Your violation of any applicable marketing, data protection, or e-commerce regulations;

  • Any defective, unlawful, or misrepresented product or service supplied by a Partner that Bridenya LLC advertised or resold in good faith.

7. Term and Definitive Termination

  • Agreement Duration: These Terms remain in full force while you utilize our websites, landing pages, or active services.

  • The “Clean Break” Rule: Upon the formal completion, expiration, or written termination of a specific transaction or service agreement, the deal is legally deemed concluded. Bridenya LLC is fundamentally absolved from any ongoing follow-up duties, operational maintenance, or future consumer-facing liabilities.

  • Survival: All provisions governing Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, and Choice of Law shall fully survive the termination of this agreement indefinitely.

8. Governing Law, Jurisdictional Compliance, and Venue

  • Primary Governing Law: These Terms, and all legal relationships arising from them, shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles.

  • Cross-Border Regulatory Compliance: Bridenya LLC structures its digital operations to respect the federal and local commercial frameworks of its primary target jurisdictions:

    • United States: Federal Trade Commission (FTC) guidelines, CAN-SPAM Act.

    • Canada: Competition Bureau regulations, Canada’s Anti-Spam Legislation (CASL).

    • Morocco: Dahir No. 1-07-129 (Consumer Protection Measures).

  • Exclusive Venue: Any formal legal action, suit, or arbitration arising directly from these Terms must be filed exclusively in the competent courts of the State of Wyoming, USA, or where Bridenya LLC maintains its primary corporate registration.

  • Severability: If any clause within these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that specific provision shall be severed, and the remaining terms will continue in full force and effect.