SUTRA NEXUS – TERMS & CONDITIONS FOR SERVICES

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Effective Date: 01/01/2018

This Terms & Conditions Agreement (“Agreement”) is entered into pursuant to California Civil Code §§ 1550–1567 and governs the provision of services by Sutra Nexus, a California company located in Newport Beach, California (“Agency”), to the undersigned client (“Client”). By engaging Agency’s services, Client agrees to the following terms, enforceable under the laws of the State of California:

Agency provides business-to-business web design, digital marketing, advertising, branding, SEO, paid advertising, social media management, content creation, and related labor services. All Agency services are exclusively applied to products and platforms provided through Sutra Live (www.SutraLive.com), including but not limited to: domain names, domain-based email, hosting, website builders, website security, SEO tools, email marketing systems, social media composers/schedulers, and appointment/booking systems.

All payments for services are non-refundable. Pursuant to California Civil Code § 1671(b), non-refundable deposits, activation fees, and service fees constitute valid liquidated damages in commercial contracts. Products may be eligible for a pro-rated refund at Agency’s sole discretion on a case-by-case basis, with no refunds on monthly-billed products such as hosting. Yearly-billed products may be considered for pro-rated refunds depending on circumstances, but Agency is under no obligation to grant them.

All deposits, activation fees, and service fees are non-refundable. If Client becomes unreachable by phone, email, or text message for a continuous period of 30 days, the account will be considered abandoned. No refunds will be issued for abandoned accounts. Under California Civil Code §§ 1440–1441, Agency is excused from further performance if Client neglects or refuses to fulfill their obligations. Agency uses a portion of all service fees to acquire products from Sutra Live on Client’s behalf; therefore, funds cannot be returned once products are purchased.

To prevent conflicts of interest and ensure accurate performance tracking, Client agrees not to engage any third party for competing or overlapping services during any active setup, SEO campaign, advertising campaign, or marketing campaign conducted by Agency. This clause is drafted to comply with California Business & Professions Code § 16600 by functioning as a conflict avoidance provision rather than a non-compete. Client must disclose any previous or current relationships with third parties that affect digital assets, campaigns, or listings prior to the commencement of services. Breach of this exclusivity clause will be considered a material breach of this Agreement.

Client agrees to grant Agency access as Owner or Manager to the Client’s Google Business Profile for purposes of optimization and SEO unless Client does not have an existing profile. In such cases, Agency may create a new profile and hold ownership until Client’s Google account is added as Primary Owner. Client further agrees to provide Agency with full access credentials to all applicable social media accounts, online directories (including niche directories such as Yelp, Zillow, American Tire Distributors, etc.), and any other platforms relevant to the services provided. Client agrees to update and change all passwords to credentials provided by Agency upon request.

Acts of sabotage or breach by Client—including but not limited to unauthorized website edits that harm SEO, deletion of files or pages, account lockouts, or changing passwords without notifying Agency during active service—shall constitute immediate breach under California Civil Code §§ 1436, 1440. Upon breach, all intellectual property created by Agency, including but not limited to logos, graphics, print media, SEO data, ad data, social media content, domains, websites, blog articles, and email content, shall become the sole and exclusive property of Agency.

Payments are due on the 1st of every calendar month with allowances and exceptions at Sutra Nexus' sole discretion (California Civil Code § 1656.1). Payments are due upon invoice issuance. Late payments accrue interest at 1.5% per month, enforceable under California Civil Code § 3289(b). Agency may suspend services and withhold deliverables until all amounts are paid in full. Agency accepts Visa, Mastercard, American Express, Discover, Apple Pay, Google Pay, Zelle, CashApp for Business, and Venmo for Business. Cash or checks are not accepted. Even if Client pays via Zelle, CashApp, Venmo, or invoice link, Client must maintain a valid debit or credit card on file in their Sutra Live account to cover product renewals.

All work produced by Agency remains Agency’s property until payment in full is received. In the event of breach or abandonment, all work remains the exclusive property of Agency under California Civil Code § 980. Upon full payment and completion of services, Agency grants Client a non-exclusive license to use the deliverables solely for the agreed business purpose. Agency retains the right to use completed work for its portfolio and marketing purposes.

Agency is not responsible for the performance, availability, or continued functionality of third-party products, platforms, or systems. Client acknowledges that hosting, domain registration, and other third-party costs may be incurred to complete projects and are the Client’s responsibility unless otherwise specified.

Either party may terminate this Agreement upon written notice. If Client terminates without Agency’s fault, all unpaid fees, expenses, and third-party costs incurred by Agency through the termination date shall be immediately due and payable. Delaying a project for more than 30 consecutive days without Agency’s consent shall be deemed a termination by Client. Termination rights and obligations are enforceable under California Civil Code §§ 1438–1440.

Both parties agree to keep each other’s confidential information private pursuant to the California Uniform Trade Secrets Act (Civil Code §§ 3426–3426.11) and use it solely for the purposes of this Agreement. Client agrees not to solicit or hire Agency’s employees, contractors, or consultants during the term of this Agreement and for two years thereafter. This clause is intended to comply with California Business & Professions Code § 16600 by limiting solicitation rather than employment competition.

Agency’s liability is limited to the total fees paid by Client under this Agreement, consistent with California Civil Code § 1668. Agency shall not be liable for indirect, incidental, or consequential damages.

This Agreement shall be governed by and construed in accordance with the laws of the State of California (Civil Code § 1646). Any disputes shall be resolved exclusively in the state or federal courts located in Orange County, California. The prevailing party shall be entitled to recover all reasonable attorney’s fees and costs (Civil Code § 1717).

This Agreement may be executed electronically pursuant to the California Uniform Electronic Transactions Act (Civil Code § 1633.1 et seq.), and such signatures shall be valid and enforceable.

This Agreement represents the entire understanding between the parties and supersedes all prior discussions, agreements, or understandings. No amendment shall be valid unless in writing and signed by both parties.

Please visit https://www.sutralive.com/legal-agreements to review Sutra Live Legal Agreements.

By engaging Sutra Nexus services, Client acknowledges that they have read, understood, and agreed to these Terms & Conditions.