MANAGED WEB PLATFORM & LICENSE AGREEMENT

This Managed Web Platform & License Agreement (the "Agreement") is entered into by and between CarlosCuervo.dev, a DBA of Latinbits LLC ("Company"), and the client ("Customer").

BY PURCHASING, ACCESSING, OR USING THE SERVICES, CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.

1. DEFINITIONS

"Services" means all managed web platform services provided by Company, including design, development, hosting, maintenance, and access to Company's systems.

"Website" means the digital interface, pages, and user-facing components provided to Customer.

"Platform" means all underlying systems, software, code, infrastructure, architecture, frameworks, databases, and proprietary technology used by Company.

"Design" means all visual and experiential elements, including but not limited to layout, structure, UI/UX, typography, color schemes, spacing systems, interactions, animations, and overall look and feel.

"Customer Content" means all materials provided by Customer, including text, images, logos, data, and media.

2. NATURE OF SERVICES

The Services are subscription-based, managed, and hosted by Company.

The Website, Platform, and Design are licensed, not sold, and exist solely within Company's controlled infrastructure.

Customer acknowledges that no deliverable is provided as a standalone product and that access to the Website is contingent upon an active subscription.

This Agreement governs managed platform services only. Standalone hosting services, if purchased separately, are governed exclusively by Company's Hosting Services Agreement.

3. TERM AND BILLING

Services commence upon purchase and automatically renew unless canceled prior to renewal.

Customer authorizes Company to charge the payment method on file.

Company reserves the right, at its sole discretion, to suspend or terminate Services for non-payment.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

All right, title, and interest in and to the Platform and Design, including all intellectual property rights, are and shall remain exclusively owned by Company.

No ownership rights are transferred under this Agreement.

Customer is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Website solely during the active term and solely through Company's infrastructure.

5. DESIGN OWNERSHIP AND PROTECTION

All Design elements are proprietary intellectual property of Company and are licensed, not sold.

Customer shall not acquire any rights to the Design beyond the limited license granted herein.

6. RESTRICTIONS AND PROHIBITED USE

Customer shall not, directly or indirectly:

• copy, reproduce, or replicate the Website, Platform, or Design;
• reverse engineer, decompile, or attempt to extract source code;
• create derivative works or substantially similar designs;
• hire or instruct third parties to reproduce the Design;
• export, transfer, sublicense, lease, or resell any portion of the Services.

Any violation constitutes a material breach of this Agreement.

7. DERIVATIVE WORKS AND SUBSTANTIAL SIMILARITY

Any work that is substantially similar in layout, structure, visual hierarchy, user experience, or overall appearance to the Design shall be considered a derivative work and a violation of this Agreement.

Determination of substantial similarity shall be made using reasonable industry standards.

8. POST-TERMINATION DESIGN RESTRICTIONS

Upon termination of Services for any reason, Customer shall immediately cease all use of the Design.

Customer may not reproduce, display, deploy, or recreate any design substantially similar to the Website created by Company.

This obligation survives indefinitely.

9. HOSTING AND CONTROL

All Services are hosted and controlled exclusively by Company.

Customer shall not have access to source code, server environments, or backend systems.

Company reserves the right to modify systems, architecture, and implementation at its sole discretion.

10. CUSTOMER CONTENT

Customer retains ownership of Customer Content.

Customer grants Company a worldwide, non-exclusive, royalty-free license to use, host, reproduce, display, and process such content for the purpose of providing the Services.

Customer represents and warrants that it has all necessary rights to provide such content.

11. SERVICE MODIFICATIONS

Company reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice, and without liability.

12. TERMINATION

Company may terminate or suspend Services immediately for:

• non-payment;
• breach of this Agreement;
• unlawful, abusive, or prohibited use.

Customer may cancel Services at any time, subject to billing obligations.

13. EFFECT OF TERMINATION

Upon termination:

• all access to the Services shall immediately cease;
• the Website may be disabled or removed;
• all licenses granted to Customer shall terminate.

Company shall have no obligation to provide any copy, export, or transfer of the Website or Platform.

Customer may request Customer Content within fourteen (14) days following termination.

14. NO TRANSFER OR BUYOUT

The Website, Platform, and Design are not for sale.

Customer has no right to acquire, export, replicate, or transfer any portion thereof under any circumstances.

15. FEES AND REFUNDS

All fees are non-refundable except where required by applicable law.

Partial use or dissatisfaction does not entitle Customer to refunds.

16. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, and agents from any claims, damages, liabilities, losses, or expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer Content;
• Customer's use of the Services;
• violation of applicable laws;
• infringement of third-party rights;
• breach of this Agreement.

17. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by law, the Services are provided "as is" and "as available."

Company disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

18. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities.

Company's total liability shall not exceed the total fees paid by Customer in the three (3) months preceding the claim.

This limitation applies regardless of the legal theory asserted.

19. DATA AND BACKUPS

Company does not guarantee data preservation or backup.

Customer is solely responsible for maintaining independent backups of Customer Content.

Company shall not be liable for any data loss or corruption.

20. SERVICE AVAILABILITY

Company does not guarantee uninterrupted or error-free operation of the Services.

Interruptions may occur due to maintenance, updates, or third-party dependencies.

21. ACCEPTABLE USE

Customer shall not use the Services for unlawful, abusive, or infringing purposes, including but not limited to illegal activities, spam, or malicious content.

Company may suspend or terminate Services for violations.

22. THIRD-PARTY SERVICES

The Services may rely on third-party providers.

Company shall not be responsible for failures, interruptions, or actions of such third parties.

23. CHARGEBACKS

Customer agrees not to initiate chargebacks without first attempting to resolve the issue with Company.

Improper chargebacks constitute a material breach.

Company reserves the right to recover all associated costs, fees, and damages.

24. FORCE MAJEURE

Company shall not be liable for any failure or delay resulting from causes beyond its reasonable control.

25. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of Florida.

Any disputes shall be resolved exclusively in the courts located within Florida.

26. PRECEDENCE OF TERMS

In the event Customer has entered into multiple agreements with Company, the terms specific to the purchased Service shall control.

This Agreement governs managed web platform services and does not override Company's Hosting Services Agreement for standalone hosting services.

27. ENFORCEMENT AND INJUNCTIVE RELIEF

Customer acknowledges that unauthorized use of the Platform or Design may cause irreparable harm.

Company shall be entitled to seek immediate injunctive relief without the necessity of posting bond.

28. LIQUIDATED DAMAGES

Customer agrees that unauthorized use of the Design or Platform would result in damages that are difficult to quantify.

In such event, Customer agrees to pay liquidated damages of no less than $5,000 or the estimated commercial value of the Website, whichever is greater, in addition to any legal fees and remedies available.

29. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

30. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

31. WAIVER

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.

32. SURVIVAL

All provisions relating to ownership, restrictions, indemnification, liability, and enforcement shall survive termination.