AUTOMATION E-COMMERCE CONSULTING AGREEMENT

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March 24, 2023

AUTOMATION E-COMMERCE CONSULTING AGREEMENT

Princess Marketing LLC (parent company to WealthyCollegeKid LLC), a Florida Limited Liability Company, and whose address is 103 Commerce Lake Mary Florida 3274 (“Consultant”) and

Malebogo Majaule

, whose address is

  Plot 248, tawana ward, letlhakane, Botswana

(Client), and hereby agree to the following terms and conditions regarding the Consultants proposal to create an online e-commerce store on the Walmart and/or Amazon and/or eBay platform (the “Store”) for client.

  1. OFFER – For consideration received, as set forth herein, Consultant agrees to perform the following services for Client:
  • Product research and selection – Consultant will review, research and select products using its proprietary methods and databases. Consultant will, at its discretion, select products that, in Consultant’s judgment, have a high probability of commercial success once placed into Client’s Store and build said Store around the selection(s).
  • Store Implementation – Consultant employs teams of individuals skilled in different aspects of e-commerce who are responsible for creating and maintaining Client’s store. These teams shall be responsible for the Store’s creation, including configuring the Walmart and/or Amazon and/or eBay platform storefront, establishing the necessary relationships with suppliers, and configuring the front and back end systems necessary to implement the Store. If Client has any previous store history that disqualifies ownership or approval of any new store, Client agrees to assume all financial responsibility needed to get approved for a new account on Walmart and/or Amazon and/or eBay platform through methods mutually agreed on between Client and Consultant.
  • Customer Support – Consultant shall arrange and provide a Customer Support Team in support of Client’s store. Said Customer Support Team shall be responsible for responding to customers’ phone and/or email inquiries without needing Client’s involvement. Said Team shall exercise their best efforts to resolve all customer inquiries, handle product returns, and manage billing matters.
  • Ongoing Account Management – Consultant maintains oversight of all Client stores and their performance. Consultant shall make online tools available to Client that permit Client to periodically monitor their Store’s performance.

2. CLIENT RESPONSIBILITIES

Long Term Business Venture – Client hereby accepts and understands that the subject Store is a long-term investment. While Consultant exercises its best efforts to create and maintain stores that perform quickly, Client understands and accepts that, like any new venture, there is a “ramp up” period of approximately 1 month in which sales and/or store performance may be steady

and monitored , including a 2 week configuration period that begins once Client completes all of Client’s ramp up steps (which steps include setting up accounts and a company through which Client will be conducting Store business) during which Consultant is creating Client’s store. Following this configuration period there is additional time that allows the account to be created in the form of search visibility and account integrity. Client accepts and understands that this “ramp up” period may not reflect that store’s eventual profitability, and agrees to fully and patiently cooperate with Consultant in making any adjustments to bring the Store to bring it to its maximum potential

  • Business Risk – Client hereby accepts and understands that e-commerce is an ever- changing industry that is subject to many different types of business risk, including but not limited to: (i) a changing legal environment in which regulations can emerge or change that affects the marketability of products; (ii) macroeconomic changes that affect consumer spending, the emergence of recessions and the like; (iii) changes in the popular appeal of and demand for different types of products; (iv) changes in Walmart and/or Amazon and/or eBay’s terms and conditions, to which Consultant and Client are bound alike, which may affect the marketability of Client’s store’s products; (v) changes in international politics or economics, which may affect, among other things, the ability to package, distribute and/or ship products, and the costs thereof; (vi) market forces, including increased and/or changing levels of competition for any given product from other sellers of such product; (vii) unforeseen events, account suspensions, force majeure, and other external events that could affect the performance of any Walmart and/or Amazon and/or eBay store. Consultant agrees to provide feedback and solutions to remedy any such unforeseen events. Client hereby agrees and understands that there are no guarantees as to the Store’s profitability at any time, and acknowledges that Client is at risk of a total loss of his, her or its investment. Consultant encourages Client to only invest funds that Client can afford to lose, and to consult Client’s legal and/or business advisors prior to investing.
  • Terms and Conditions – Client hereby agrees and understands that Consultant, Client and all Walmart and/or Amazon and/or eBay stores are subject to all of Walmart and/or Amazon and/or eBay terms and conditions at all times. Consultant is bound to operate Client’s store consistently with these terms and conditions, including in deciding which products to sell and how to sell them.

3. COMPENSATION

  1. Client shall pay to Consultant a one-time, non-refundable (the “fee”) for Consultant’s package of services as described herein, via wire transfer or ACH to Consultant’s intermediary payment processing account with BMBN LLC.
  • Client shall also thereafter, beginning 30 days after initial fee is paid, agrees to grant Consultant 60% of net profit monthly.

4. Term

  1. Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for 12 months, unless terminated earlier (the “Initial Term”).
  2. Automatic Renewal. Subject to paragraph “ELECTION NOT TO RENEW”, at the end of each Term this agreement will automatically renew for a renewal term of 12 months, unless terminated earlier (“Renewal Term”).
  3. Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least 14 Business Days’ before the end of the Term.
  4. Term Definition. “Term” means either the Initial Term or the then-current Renewal Term.
  • TERMINATION – Consultant reserves the right to terminate its Services to Client for cause, with fourteen (14) days written notice to Client. For these purposes “cause” shall include, but not be limited to, any act or omission on Client’s part that makes the operation of the Store successful, including by attempting to duplicate, replace or contravene any of Consultant’s efforts with respect to the Store, such that, in Consultant’s sole discretion, the Store cannot be successful in the face of such act(s) or omission(s). Consultant further reserves the right to pause the operation of any store belonging to any Client who violates the terms and conditions of this Agreement.

NON-DISPARAGEMENT – Client agrees and accepts that any issues or problems that Client could encounter with the Store, or Consultant’s services, should be discussed in a professional and private manner. Client therefore hereby agrees never to disparage, insult, or fabricate information regarding Consultant in any online or offline forum whatsoever, including but not limited to social media channels, regardless of whether such comments or information would constitute libel or slander, and regardless of whether such comments could be deemed factually true or false. Client agrees that any such disparagement or insult constitutes a material breach of this Agreement, for which Consultant may pause or close Client’s Store, with no obligation to refund any amount whatsoever.

  • SALES / USE TAX – Consultant does not provide tax reporting or tax management services of any kind. Client is responsible for determining if he, she or it is responsible for collecting and remitting sales or use tax and in which state. Client’s reporting tools include data that Client may review and download for sales / use tax reporting purposes, as applicable.

 

  • NO REFUND – All transactions are final, and the Consultant does not offer any money-back guarantees. The Client recognizes that he/she shall not be entitled to a refund under any circumstances. The Client is solely liable for familiarizing him/herself with all relevant details regarding the services rendered by the Consultant. By making a payment in connection to any services rendered by the Consultant, the Client acknowledges that he/she has agreed to the foregoing terms.
  • INTELLECTUAL PROPERTY – Client agrees and understands that Client’s Store is a service hosted on the Walmart and/or Amazon and/or eBay platform and not a distinct or severable product that can be ported, removed or installed in or on a different place or platform. Consultant grants no claim of right, title to or ownership in the Store, its trade name or trade dress, or any other intellectual property to Client or to any other entity or person under this Agreement.
  • NON-COMPETITION – Client hereby agrees that he, she or it will not create or seek to create any Walmart and/or Amazon and/or eBay store or service that in any way competes with the Store that Consultant shall create for Client, including but not limited to selling the same or substantially similar products, or using the Store trade name or trade dress, anywhere in the world, for the Term of this Agreement plus two (2) years, which Client agrees is a reasonable limitation in time and scope. Client further Agrees that it will not in any way, shape or form, offer to third parties services that are the same or substantially similar to Consultant’s, including the ability or willingness to set up Walmart and/or Amazon and/or eBay, services or sales channels, anywhere in the world, for the term of this Agreement plus two (2) years, which Client agrees is a reasonable limitation in time and scope.
  1. LIMITATION OF LIABILITY – (a) UNDER NO CIRCUMSTANCES WILL CONSULTANT OR ANY OF ITS THIRD PARTY SERVICE PROVIDERS, PARENTS, AFFILIATES OR VENDORS, OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, HOWEVER OR WHENEVER ARISING, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, INCLUDING NEGLIGENCE, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISCLAIMERS – CONSULTANT’S SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. CLIENT MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE CONSULTANT SERVICES MADE BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS BY THIRD PARTY SERVICE PROVIDERS. CLIENT UNDERSTANDS AND AGREES THAT CONSULTANT SHALL BEAR NO RISK WHATSOEVER AS TO THE SALE OF PRODUCTS OR SERVICES. CONSULTANT SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR TITLE WITH RESPECT TO THE CONSULTANT SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT.

11. GENERAL PROVISIONS

  • Non-exclusivity – This Agreement shall not confer on either party any exclusive rights. Each party is free to contract with others with respect to the subject matter of this Agreement.
  • Relationship of the Parties – The Parties hereto are engaged in the payment of a fee for Services. No other relationship, including a joint venture, partnership or other formal affiliation, is intended.
  • Notices – All notices to either Party shall be sent electronically to the email address(es) and/or mailing addresses provided by each Party to the other.
  • Non-solicitation – Client shall not in any way endeavor to hire or contract with any member of Consultant’s team(s), including but not limited to any individual with whom Client may have contact in the course of running Client’s Store, nor shall Client in any way ever attempt to encourage any member of Consultant’s team(s) to terminate their relationship with Consultant.
  • Severability, Headings – In the event any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.
  • Dispute Resolution – Any dispute or claim arising out of or relating to this Agreement will be resolved by binding arbitration. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA”) rules, as modified by this Agreement, which shall take place in Orlando FL, unless the Parties mutually agree otherwise. This Agreement evidences a transaction in interstate commerce and this arbitration provision shall be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. An arbitrator may not award relief in excess of or contrary to what this Agreement provides, or order consolidation or arbitration on a class wide or representative basis, except that the arbitrator may award damages required by statute on an individual basis and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration determination or award shall be confidential, and neither Party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the same. Judgment on any

arbitration award may be entered in any court having proper jurisdiction. All administrative fees and expenses will be divided equally between the Parties, though each Party will bear its own expense of counsel, experts, witnesses and preparation and presentation of evidence at the arbitration. IF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, THE PARTIES FOREVER AND WITHOUT EXCEPTION WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A

REPRESENTATIVE CAPACITY. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement may be brought by either Party more than one (1) year after the cause of action arose.

  • Amendment – Both Parties acknowledge and agree the Internet and e- commerce industries evolve and change over time, and therefore agree that Consultant may modify this Agreement, from time to time, to comply with any additional rules or policies that may be required under the laws of the United States or any other governing body, or to adjust to changing business circumstances. Consultant may from time to time provide to the other Party modifications to or updated versions of this Agreement via electronic means. In such cases, the Client shall have thirty (30) days in which to accept said modifications or new version. Said modifications or new version shall be deemed to be rejected by Client in the event that it either affirmatively rejects, or does not affirmatively accept, the same within such period of time, in which case this Agreement shall terminate with no further obligations due from Consultant to Client.
  • Electronic Signatures – Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) a Party’s electronic signature (which may be

evidenced by either Party clicking the “Submit,” “Accept” or other equivalent indicator on the applicable website) is associated with this Agreement and related documents, (2) such Party consents and intends to be bound by this Agreement and related documents, and/or (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. By pressing Submit, Accept or other equivalent indicator, such person or Party agrees (i) that this Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, (iii) that said person or Party has the ability to print or otherwise store the Agreement and related documents.

  • Governing Law, Jurisdiction, Conflicts of Law, Forum – This Agreement and performance thereof shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida. Partner hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts

located in ORLANDO , Florida, with respect to any action, claim or proceeding arising out of or related to this Agreement and agrees not to commence or prosecute any such action, claim or proceeding other than in such courts. The parties hereto agree that Florida law shall apply regardless of any choice or conflicts of law principles. The parties further agree that Tampa, Florida is a convenient forum, and waives any objection to the same under forum non conveniens principles.

  • Waiver – The failure of any party to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver may be construed as a waiver of any other and/or succeeding breach of such or any other provision of this Agreement, or a waiver of the provision itself.
  • Force Majeure – Neither Party shall be responsible for any failure to perform beyond its reasonable control, including, without limitation acts of God, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, or interruptions in telecommunications or internet services, third party vendors or network provider services.
  • Merger – This Agreement, constitutes the entire agreement between the parties and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing.

SO AGREED:

CLIENT

   12 / 15 / 2021

Client Signature

Automation Agreement

60_40 Automation Agreement.docx 1c3b035835e9352faee6922e7c20fc7b1d971eb0 MM / DD / YYYY

Completed

 
 

12 / 15 / 2021

16:37:20 UTC

12 / 15 / 2021

17:06:55 UTC

12 / 15 / 2021

17:06:55 UTC

Viewed by – (malebogomajaule@gmail.com) IP: 102.165.135.5

Signed by – (malebogomajaule@gmail.com) IP: 102.165.135.5

The document has been completed.

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