Client Services Agreement

Last updated: June 9, 2026

1. Parties & acceptance

This Client Services Agreement (the "Agreement") is between FluxAura Tech LLC ("FluxAura," "we," "us") and the individual or entity engaging us (the "Client," "you"). It is accepted, and becomes binding, when you sign a proposal or statement of work, pay a deposit or invoice, or otherwise authorize us to begin work — whichever happens first. A written proposal or statement of work ("SOW") for a specific project is incorporated into this Agreement; if anything in a signed SOW conflicts with this Agreement, the SOW controls for that project.

2. Scope of work

We will provide the services described in the applicable proposal or SOW. Work not described there — including new pages, features, integrations, content, or significant changes after approval — is out of scope and may require a separate quote and additional fees and time. We will tell you before performing out-of-scope work.

3. Fees, deposits & payment

• Deposit. Unless stated otherwise, a non-refundable deposit (typically 50%) is due before work begins. Work is scheduled upon receipt.
• Balance. The remaining balance is due on or before completion, prior to final delivery, launch, or transfer of files, unless a different schedule is stated in the SOW.
• Monthly plans. Care-plan fees are billed in advance each month and renew until cancelled with at least 14 days' notice before the next billing date.
• Late payment. Overdue amounts may accrue interest of 1.5% per month (or the maximum allowed by law) and we may pause work or suspend services until payment is received.
• Third-party costs. Domains, hosting, premium plugins, fonts, APIs, payment-processing fees, and similar third-party costs are your responsibility and are billed at cost or paid directly by you.
• Taxes. Fees are exclusive of any applicable taxes, which are your responsibility.

4. Cancellation & refunds

You may cancel a project at any time in writing. If you cancel, the deposit is non-refundable and you remain responsible for fees for all work performed up to the cancellation date, plus any non-recoverable third-party costs we incurred on your behalf. Because our work is custom and time-based, fees already earned are not refundable. Monthly plans may be cancelled as described above; fees for the current billing period are not refundable. Nothing here limits rights you may have under applicable law that cannot be waived.

5. Client responsibilities

You agree to: (a) provide timely content, materials, feedback, and approvals; (b) ensure you own or have the rights to all materials you supply (text, images, logos, trademarks); (c) provide accurate information and necessary access to accounts and systems; (d) designate a decision-maker for approvals; and (e) comply with all laws applicable to your business and to what you sell. Delays in providing materials or approvals may delay your project and are not our responsibility.

6. Revisions & approval

Each project includes the rounds of revisions stated in the SOW. We refine the work until it meets the agreed scope; revisions beyond the included rounds, or changes to previously approved work, may incur additional fees. Once you approve a deliverable or it goes live, it is deemed accepted.

7. Payment & point-of-sale (POS) integrations

If your project involves connecting your website or systems to a payment or POS provider such as Stripe or Square (each a "Payment Provider"), the following apply, in addition to the rest of this Agreement:

• You are the merchant of record. You must open and maintain your own account(s) directly with each Payment Provider. You — not FluxAura — are the merchant of record and the account holder. All funds settle to your account, and you control your money and data.
• Your account, your compliance. You are solely responsible for complying with each Payment Provider's terms, for PCI-DSS and other payment, tax, and consumer-protection obligations applicable to your business, and for the legality of the products or services you sell. These obligations cannot be outsourced to FluxAura and remain with you.
• What we do. We integrate the Payment Provider using its recommended, supported methods — such as hosted/tokenized payment fields, official SDKs, and OAuth — so that, by design, full card or bank details are not entered into or stored on your website or by FluxAura. We do not act as a payment processor, money transmitter, or merchant of record.
• Disputes, fraud & chargebacks. You are responsible for all transactions, refunds, chargebacks, fraud, fees, and disputes on your account. FluxAura has no involvement in, and no liability for, the movement of funds or the resolution of payment disputes.
• Third-party platforms. Payment Providers and other third-party platforms are outside our control. FluxAura is not responsible or liable for any outage, change, suspension, fee, account hold, security incident, or data breach of a Payment Provider or other third-party platform, or for any change a Payment Provider makes to its APIs, terms, or availability.
• No guarantee of approval. We do not guarantee that any Payment Provider will approve, maintain, or continue your account, or that any integration will remain compatible if a provider changes its platform.

You can review each provider's terms here: Stripe Services Agreement and Square Terms of Service.

8. Data, credentials & security

• How credentials are shared. When a project requires access to your accounts or API credentials, you agree to provide them through reasonably secure means and to grant the least privilege necessary (for example, scoped or restricted API keys, or OAuth access limited to what the project requires). Please do not send secrets in plain-text email where avoidable.
• How we handle them. We will use commercially reasonable measures to protect credentials and access we hold, will use them only to perform the services, and will delete or return credentials we control upon project completion or upon your written request.
• Your duty to rotate & revoke. You are responsible for monitoring your accounts and for rotating, revoking, or disabling any keys, tokens, or access after a project ends or whenever you wish. Promptly revoking access after delivery is the most effective protection for both of us, and you agree to do so.
• No guarantee. No security measures are perfect. Except to the extent directly caused by our gross negligence or willful misconduct, FluxAura is not liable for unauthorized access to, or loss, leak, or misuse of, any credentials, data, or systems — including where such access results from your systems, your other vendors, a Payment Provider, a third-party platform, or credentials you failed to revoke.
• Backups. You are responsible for maintaining your own backups of your data and content unless backups are an express part of an active care plan.

9. Ownership & intellectual property

Upon full payment of all amounts due for a project, you own the final deliverables created specifically for you, except for: (a) third-party components, fonts, libraries, and assets, which remain subject to their own licenses; and (b) FluxAura's pre-existing tools, frameworks, code libraries, and know-how, which we retain and may reuse, and for which we grant you a non-exclusive license to the extent embedded in your deliverables. Until full payment, all work product remains our property. You grant us permission to display the completed work in our portfolio and marketing unless you request otherwise in writing.

10. Warranties & disclaimer

We will perform the services in a professional, workmanlike manner. EXCEPT FOR THE FOREGOING, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND FLUXAURA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that any website or integration will be uninterrupted, error-free, secure, or that it will achieve any particular business, ranking, sales, or revenue result.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLUXAURA AND ITS OWNERS, MEMBERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. FLUXAURA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO A PROJECT WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO FLUXAURA FOR THAT SPECIFIC PROJECT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This allocation of risk is reflected in our pricing.

12. Indemnification

You agree to indemnify, defend, and hold harmless FluxAura and its owners, members, employees, and contractors from and against any third-party claims, damages, losses, liabilities, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the products, services, or content you sell or publish; (b) your payment operations, transactions, refunds, chargebacks, taxes, or disputes; (c) your accounts, credentials, or systems, or your failure to revoke access or maintain compliance; (d) materials you provide and any claim that they infringe or violate the rights of a third party; or (e) your breach of this Agreement or of any law. This obligation survives termination.

13. Term & termination

This Agreement applies for the duration of each project and any active care plan. Either party may terminate a project for material breach if the breach is not cured within 10 days of written notice. Upon termination, you will pay for all work performed and non-recoverable costs through the termination date. Sections that by their nature should survive — including ownership, disclaimers, limitation of liability, indemnification, and governing law — survive termination.

14. General terms

• Independent contractor. FluxAura is an independent contractor, not your employee, partner, or agent.
• Confidentiality. Each party will protect the other's non-public information and use it only to perform under this Agreement.
• Governing law. This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. Any dispute will be brought exclusively in the state or federal courts located in Illinois, and the parties consent to their jurisdiction and waive any right to a jury trial to the extent permitted by law.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Severability & waiver. If any provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.
• Entire agreement. This Agreement, together with any signed SOW, is the entire agreement between the parties and supersedes prior discussions.
• Contact. [email protected].