Terms of Service

By accessing or using the website located at ultrafluxdigital.com (the "Site") or any services provided by UltraFlux Digital LLC ("UltraFlux Digital," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Site or services. These Terms apply to all visitors, users, clients, and others who access or use the Site or engage UltraFlux Digital for services. We reserve the right to update these Terms at any time. Continued use of the Site or services after changes are posted constitutes your acceptance of the revised Terms.

UltraFlux Digital provides digital marketing and technology services including, but not limited to: • Website design and development • Voice AI Receptionist setup and management • Custom software and mobile application development • Customer Relationship Management (CRM) software configuration • AI Engine Optimization (AEO) • Search Engine Optimization (SEO) • Digital marketing campaigns (paid advertising, social media, email marketing) The specific scope, deliverables, timelines, and fees for each engagement are governed by a separate written agreement, proposal, or Statement of Work ("SOW") entered into between UltraFlux Digital and the client. In the event of a conflict between these Terms and a signed SOW, the SOW shall control.

To engage our services, you may be required to provide accurate business and contact information. You are responsible for: • Providing accurate, complete, and current information as requested • Maintaining the confidentiality of any account credentials we provide • Promptly notifying us of any unauthorized use of your account or credentials • Ensuring that all content, materials, and assets you provide to us do not infringe any third-party intellectual property rights • Obtaining all necessary licenses, permissions, and consents for materials you supply to us You agree not to use our services for any unlawful purpose or in any way that violates applicable federal, state, or local laws and regulations.

Fees for services are set forth in the applicable SOW or proposal. Unless otherwise specified in writing: • Project-based fees are invoiced as outlined in the SOW (typically a deposit upon signing and the balance upon delivery or at defined milestones) • Monthly retainer fees are invoiced at the beginning of each billing period and are due within 15 days of the invoice date • Advertising spend (Google Ads, Meta Ads, etc.) is billed separately and requires a pre-authorized payment method on file • Late payments are subject to a 1.5% monthly interest charge on the outstanding balance • UltraFlux Digital reserves the right to suspend services for accounts more than 30 days past due All fees are in U.S. dollars. Fees are non-refundable except as expressly stated in the applicable SOW or as required by applicable law.

Upon receipt of full payment for a project, UltraFlux Digital assigns to the client all right, title, and interest in the custom deliverables created specifically for that client under the applicable SOW, including website code, design assets, and written content created by UltraFlux Digital. The following are expressly excluded from this assignment and remain the sole property of UltraFlux Digital: • Pre-existing tools, frameworks, libraries, templates, and methodologies used in the delivery of services • Proprietary AI workflows, automation scripts, and internal processes • Any third-party software, plugins, or licensed assets incorporated into deliverables (which are subject to their respective licenses) UltraFlux Digital retains the right to display work performed for clients in its portfolio and marketing materials unless the client requests otherwise in writing. The UltraFlux Digital name, logo, and branding are trademarks of UltraFlux Digital LLC. You may not use them without prior written consent.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the services ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, customer data, financial information, and proprietary technology. Neither party shall disclose Confidential Information to third parties without the other party's prior written consent, except as required by law or court order. This obligation survives the termination of any service agreement for a period of three (3) years. UltraFlux Digital will not sell, rent, or share your business data with third parties for their marketing purposes.

Our services may involve the use of third-party platforms including Google Ads, Meta (Facebook/Instagram), Google Analytics, GoHighLevel, and others. Your use of these platforms is subject to their respective terms of service and privacy policies. UltraFlux Digital acts as an authorized manager or agency on these platforms on your behalf. We are not responsible for changes to third-party platform policies, algorithm updates, advertising policy changes, or account suspensions resulting from violations of platform terms. Ad spend budgets managed by UltraFlux Digital are your funds and are held in your ad accounts. UltraFlux Digital does not hold or control client advertising funds directly.

Digital marketing and SEO results depend on many factors outside UltraFlux Digital's control, including search engine algorithm changes, market competition, advertising platform policy changes, and client-side factors such as website performance and product/service quality. UltraFlux Digital does not guarantee specific rankings, traffic levels, lead volumes, revenue outcomes, or return on ad spend. Any projections or estimates provided in proposals are good-faith estimates based on available data and are not contractual commitments. We commit to applying industry best practices, transparent reporting, and continuous optimization to maximize results within the scope of services agreed upon.

Service agreements begin on the date specified in the applicable SOW and continue for the term stated therein. Either party may terminate a month-to-month retainer agreement with 30 days' written notice. Project-based agreements may be terminated by the client for convenience with written notice, subject to payment for all work completed to date plus a kill fee as specified in the SOW. UltraFlux Digital may terminate services immediately upon written notice if: • The client materially breaches these Terms or the SOW and fails to cure such breach within 10 days of notice • The client engages in fraudulent, illegal, or abusive conduct • The client fails to pay invoices within 30 days of the due date Upon termination, UltraFlux Digital will provide the client with all completed deliverables and reasonable transition assistance for a period not to exceed 30 days.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ULTRAFLUX DIGITAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ULTRAFLUX DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ULTRAFLUX DIGITAL'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO ULTRAFLUX DIGITAL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless UltraFlux Digital and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: • Your use of the Site or services • Your violation of these Terms • Your violation of any third-party rights, including intellectual property rights • Any content or materials you provide to UltraFlux Digital that infringe third-party rights or violate applicable law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the services shall first be subject to good-faith negotiation between the parties. If the dispute is not resolved within 30 days of written notice, the parties agree to submit the dispute to binding arbitration administered by JAMS in San Diego, California, under its Streamlined Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

Entire Agreement: These Terms, together with any applicable SOW or proposal, constitute the entire agreement between you and UltraFlux Digital regarding the subject matter hereof and supersede all prior agreements and understandings. Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Waiver: Failure by UltraFlux Digital to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Assignment: You may not assign your rights or obligations under these Terms without UltraFlux Digital's prior written consent. UltraFlux Digital may assign its rights and obligations without restriction. Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, government actions, or internet service disruptions. Notices: All legal notices to UltraFlux Digital must be sent in writing to [email protected] or by certified mail to 1111 6th Ave, Ste 550, PMB 951242, San Diego, CA 92101.

If you have questions about these Terms of Service, please contact us: UltraFlux Digital LLC 1111 6th Ave, Ste 550, PMB 951242, San Diego, CA 92101 Phone: (951) 447-2634 Email: [email protected] We aim to respond to all inquiries within 2 business days.