General Terms and Conditions

1.1

These terms apply between the business customer identified in an Order Form, Statement of Work or account registration (Customer) and Flux AI Inc., 5101 Santa Monica Blvd Ste 8 PMB 300, Los Angeles, CA 90029, United States (Flux AI).

1.2

Flux AI provides a configurable marketing performance system and related implementation, support and professional services. The exact services are stated in the Order Form or Statement of Work.

1.3

Customer terms do not apply unless Flux AI expressly accepts them in a signed document.

2.1

The agreement for a service consists of the applicable Order Form, each applicable Statement of Work, the Data Processing Agreement where required, the Information Security and Subprocessor Schedule where incorporated, and these website terms.

2.2

If documents conflict, the following order applies: the Data Processing Agreement and applicable transfer clauses for data-protection matters; the Order Form; the Statement of Work; an incorporated Information Security and Subprocessor Schedule; and these website terms.

2.3

A purchase order is administrative only and does not change the contract unless both parties sign the change.

3.1

Subject to the contract and payment of fees, Flux AI grants Customer a limited, non-exclusive, non-transferable right during the term for its authorized users and approved agencies to access and use the service for Customer's internal business purposes.

3.2

Customer is responsible for its users, account administration, access approvals and use of the service. Customer must keep credentials confidential, use available multi-factor authentication and promptly remove access that is no longer required.

3.3

Customer may not resell the service, bypass security or usage controls, reverse engineer the service except where law expressly permits, use it to build a competing model or service, or use it unlawfully or in breach of third-party rights.

3.4

Flux AI may suspend affected access where reasonably necessary to address a security risk, unlawful use, material breach or imminent harm. Where practicable, Flux AI will give notice and limit the suspension to the affected service.

4.1

Customer will provide accurate information, timely decisions, approved assets, brand and legal rules, required licenses, and access to the people and systems needed for delivery.

4.2

Customer is responsible for the lawfulness of Customer Data, advertising claims, products, campaign decisions and final assets. Flux AI's checks and generated suggestions do not replace Customer's legal, regulatory, brand or professional review.

4.3

Customer will not submit special-category personal data, payment-card data, passwords, government identifiers, health data, audience lists, customer-match files or raw user-level conversion data unless the parties approve the use case and safeguards in writing.

4.4

Delivery dates depend on Customer's timely inputs and approvals. A delay caused by Customer may move the schedule and may require a written change to scope or fees.

5.1

Integrations are limited to the systems, accounts, data fields, permissions and actions listed in the Order Form, Statement of Work or connector schedule.

5.2

Customer must authorize each connection and maintain the necessary third-party account rights. Flux AI does not require or store individual platform passwords. Credentials, tokens and keys used by the service will be managed through protected secret storage and can be revoked.

5.3

Connections begin with the minimum permissions required and read-only access where the platform permits. Publishing, uploads, campaign changes, budget changes and other write actions require separate Customer approval and an agreed human review step.

5.4

External platforms remain governed by their own terms, availability, interfaces and approval processes. Flux AI will secure the Flux AI connector boundary and follow Customer's documented instructions.

5.5

Flux AI will not incur advertising spend or materially change a campaign budget without Customer's documented authorization.

6.1

Customer retains all rights in data, content, assets, instructions and materials it submits or makes available to the service (Customer Data).

6.2

Customer grants Flux AI and its approved subprocessors the limited rights needed to host, copy, transmit, transform and otherwise process Customer Data to perform the contract.

6.3

Flux AI will not sell Customer Data, use it to advertise to individuals, or opt it into general-purpose AI model training, feedback-sharing or development-partner programs.

6.4

Flux AI may use aggregated or de-identified operational information that cannot reasonably identify Customer or an individual to operate, secure and improve the service. Flux AI will not attempt to re-identify it.

7.1

The service may send minimized task context to approved commercial AI services. Consumer AI accounts are not part of the production workflow.

7.2

AI output may be inaccurate, incomplete, similar to output produced for others, or unsuitable without review. Customer must review and approve output before publication, media activation or other external use.

7.3

Flux AI will configure mandatory human approval gates for the contracted workflow. Automation will not remove Customer's responsibility for final approval unless a signed Order Form expressly describes a different process.

7.4

To the extent Flux AI owns transferable rights in output created specifically for Customer, Flux AI assigns those rights to Customer after full payment. If a right cannot be assigned, Flux AI grants Customer a worldwide, perpetual, royalty-free license to use, adapt and distribute the output for Customer's business. This does not transfer Flux AI technology, templates, methods or third-party materials.

7.5

The contract does not guarantee that AI-generated material is copyrightable, exclusive or free of third-party claims. Flux AI will identify known third-party restrictions relevant to the contracted workflow; Customer remains responsible for final clearance unless the Order Form assigns that work to Flux AI.

8.1

Flux AI and its licensors retain all rights in the platform, software, workflow logic, methods, documentation, models, connectors, templates and improvements, excluding Customer Data and Customer-specific output rights granted under Section 7.

8.2

If Customer provides general suggestions about the service, Flux AI may use them without restriction, provided it does not disclose Customer Confidential Information or identify Customer without permission.

9.1

Confidential Information means non-public information disclosed in connection with the contract that is marked confidential or should reasonably be understood as confidential, including Customer Data, security information, pricing, product plans and trade secrets.

9.2

The receiving party will use Confidential Information only for the contract, protect it with reasonable care and disclose it only to personnel, advisers and contractors who need it and are bound by confidentiality.

9.3

Confidential Information does not include information that the receiving party can show was lawfully known without restriction, became public without breach, was received lawfully from another source, or was independently developed without use of the disclosing party's information.

9.4

If law requires disclosure, the receiving party will give advance notice where legally permitted and reasonably assist with protective measures.

9.5

These obligations continue for five years after disclosure, and for trade secrets as long as they remain protected by law.

10.1

Each party will comply with the data-protection laws applicable to its role. The Data Processing Agreement governs Flux AI's processing of personal data on Customer's behalf.

10.2

Flux AI will maintain the measures stated in the Information Security and Subprocessor Schedule.

10.3

Customer acknowledges that regional hosting and regional AI endpoints are service- and configuration-dependent. The final configuration record will identify the enabled provider, endpoint, model, storage behavior and retention setting.

11.1

Flux AI will provide the service with reasonable skill and care and in material accordance with the agreed documentation and Statement of Work.

11.2

Planned changes will not materially reduce the core contracted functionality during the term. Changes required by law, security, provider availability or external platform interfaces may be implemented sooner; Flux AI will give reasonable notice where practicable.

11.3

Support scope, response routes, service hours and any service levels must be stated in the Order Form. Unless expressly agreed, the service has no guaranteed uptime or response-time service level.

11.4

Beta, preview or evaluation features are optional, may change or end, and are provided without production service levels. They will not be used for Customer Personal Data unless Customer approves the use and related data handling.

12.1

Customer will pay the fees stated in the Order Form or Statement of Work in the stated currency. Fees exclude applicable sales, use, withholding and similar transaction taxes, except taxes based on Flux AI's net income.

12.2

Flux AI will invoice according to the schedule in the applicable Order Form or Statement of Work. Unless that document states otherwise, payment is due within 15 days of the invoice date.

12.3

Customer must raise a good-faith invoice dispute before the payment deadline and pay the undisputed amount. Overdue undisputed amounts may accrue statutory interest and reasonable recovery costs.

12.4

Usage limits, included services and any overage or change process must be stated in the Order Form. Flux AI will not apply an undisclosed per-unit overage charge.

13.1

Each Order Form begins on its effective date and continues for the term stated there. Renewal applies only if the Order Form expressly provides for it.

13.2

Either party may terminate an affected Order Form for material breach if the breach is not cured within 30 days after written notice. A breach that cannot be cured or an insolvency event may permit immediate termination to the extent allowed by law.

13.3

On termination, Customer's access ends, outstanding fees become due, and each party will return or delete the other's Confidential Information as required by the contract and DPA.

13.4

Sections that by their nature should survive will survive, including accrued payment obligations, intellectual property, confidentiality, disclaimers, liability and dispute terms.

14.1

Each party warrants that it has authority to enter into the contract.

14.2

Flux AI warrants that professional services will be performed with reasonable skill and care. Customer's exclusive remedy for breach of this warranty is re-performance of the affected service or, if re-performance is not commercially reasonable, a refund of the fees paid for that affected service.

14.3

Except for the express warranties in the contract, the service and output are provided as available. To the maximum extent permitted by law, Flux AI disclaims implied warranties, including merchantability, fitness for a particular purpose and non-infringement. This section does not limit obligations that cannot lawfully be excluded.

15.1

Nothing in these terms limits or excludes liability for fraud, fraudulent misrepresentation, willful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be limited or excluded.

15.2

Subject to Section 15.1, neither party will be liable for indirect, incidental, special, exemplary or consequential damages, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, arising from or related to the service, even if advised that such loss was possible.

15.3

Subject to Section 15.1, each party's total aggregate liability arising from or related to an Order Form or Statement of Work will not exceed the fees paid or payable by Customer under that Order Form or Statement of Work during the twelve months immediately preceding the event giving rise to the claim.

15.4

Applicable data-protection law and binding transfer clauses prevail to the extent they prohibit or restrict a contractual limitation of liability.

16.1

Each party will defend the other against a third-party claim that materials it supplied for the service infringe intellectual-property rights, and will pay finally awarded damages or approved settlements, provided the other party gives prompt notice, reasonable cooperation and control of the defense.

16.2

Flux AI's obligation does not apply to claims arising from Customer Data, Customer instructions, combinations not supplied by Flux AI, unauthorized modifications, use after notice to stop, or external platforms.

16.3

Customer's obligation does not apply to claims arising from Flux AI technology or Flux AI's unauthorized use of Customer Data.

17.1

Each party will comply with laws applicable to its performance, including anti-bribery, sanctions and export-control laws.

17.2

Customer will not use the service for prohibited content or decisions that require a level of human review or regulatory authorization not included in the contracted workflow.

18.1

Performance is excused to the extent delayed by events beyond a party's reasonable control, except for payment obligations. The affected party will mitigate the impact and keep the other informed.

18.2

Neither party may assign the agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee can perform the obligations.

18.3

Flux AI may use subcontractors and remains responsible for their performance as stated in the agreement and Data Processing Agreement.

18.4

The parties are independent contractors. The agreement does not create a partnership, agency, fiduciary relationship or exclusive arrangement.

18.5

Flux AI may update these website terms by posting a revised version and publication date. Material changes will not apply retroactively to an active Order Form unless required by law or agreed in writing.

18.6

A waiver applies only to the specific instance. If a provision is unenforceable, it will be adjusted to the minimum extent necessary and the remainder continues.

18.7

Notices of breach, termination or legal claims to Flux AI must be sent to legal@flux-ai.co and Flux AI Inc., 5101 Santa Monica Blvd Ste 8 PMB 300, Los Angeles, CA 90029, United States. Flux AI may send legal notices to the Customer contact stated in the applicable Order Form or account. Operational notices may be sent through the service or by email.

18.8

The agreement and these terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.9

The applicable Order Form, Statement of Work and incorporated documents are the entire agreement for the service and supersede earlier proposals and discussions on the same subject.