Client Service Terms & Conditions

Map Authority Consultants, LLC / Phoenix Ascendant, LLC

Map Authority Consultants · A Service of Map Authority Consultants, LLC · Wholly Owned and Operated by Phoenix Ascendant, LLC

4539 N. 22nd St., Suite 6125 · Phoenix, AZ 85016 · (480) 259-3700 · [email protected]

UNIVERSAL TERMS AND CONDITIONS
EXHIBIT A — ATTACHED TO AND INCORPORATED INTO ALL CLIENT, FRANCHISE, AND INTERNAL AGREEMENTS

Effective Date: Upon execution of the Agreement to which these Terms are attached.

Scope and Application

These Universal Terms and Conditions ("Terms") are issued by Map Authority Consultants, LLC, wholly owned and operated by Phoenix Ascendant, LLC (collectively, "Company"). These Terms apply to and are incorporated by reference into every client engagement agreement, franchise agreement, portfolio operating agreement, internal operating agreement, and any other written agreement bearing the name or trademarks of Map Authority Consultants, LLC or Phoenix Ascendant, LLC (each, an "Agreement").

In the event of a conflict between these Terms and the specific terms of an Agreement, the specific terms of the Agreement shall control only with respect to the specific subject matter of the conflict, and these Terms shall otherwise remain in full force and effect.

These Terms supplement, and do not replace, any additional terms set forth in the Website Terms of Use published at mapauthorityconsultants.com.

Entity Disclosure & Billing Authority

Map Authority Consultants of Phoenix, Arizona is a trade name and service brand of Map Authority Consultants, LLC. Map Authority Consultants, LLC is wholly owned and operated by Phoenix Ascendant, LLC, an Arizona limited liability company with its principal place of business at 4539 N. 22nd St., Suite 6125, Phoenix, AZ 85016.

All invoicing, billing, payment processing, collections, and financial obligations arising under any Agreement are initiated by, processed by, and payable to Phoenix Ascendant, LLC, or Map Authority Consultants, LLC, unless otherwise expressly stated in the applicable Agreement. No payment to any other entity shall satisfy amounts owed under any Agreement unless Phoenix Ascendant, LLC has provided prior written authorization.

References in any Agreement to "Company," "MAC," "Map Authority Consultants," "Map Authority Consultants of Phoenix, Arizona," "Map Authority Consultants of Atlanta, Georgia," or any affiliated trade name shall be construed to include Map Authority Consultants, LLC and Phoenix Ascendant, LLC as applicable.

Services and Deliverables

Services are provided solely as described in the applicable Agreement. Company reserves the right to modify its methodologies, tools, platforms, and service delivery processes at its discretion, provided that the material scope of agreed deliverables is not materially diminished. Any change to agreed deliverables requires written notice to the other party.

Company's service categories include, but are not limited to: Generative Engine Optimization (GEO); Answer Engine Optimization (AEO); AI Overview Optimization; Internet Business Profile (IBP) Consulting and Management; Knowledge and Entity Architecture; Voice Search Engine Optimization (VSEO); citation development; structured data and schema implementation; and proprietary AscendSEO™ methodology deployment.

Payment, Non-Refundability & Chargebacks

All fees are stated in United States dollars. All amounts paid to Phoenix Ascendant, LLC and/or Map Authority Consultants, LLC under any Agreement are earned in full upon receipt and are non-refundable, except, and/or unless as expressly stated in the applicable Agreement.

ALL AMOUNTS PAID TO PHOENIX ASCENDANT, LLC AND/OR MAP AUTHORITY CONSULTANTS, LLC ARE EARNED IN FULL UPON RECEIPT AND ARE NON-REFUNDABLE. DOUBLE PAYMENTS IN ANY BILLING PERIOD WILL BE CREDITED TO THE NEXT BILLING CYCLE. IN ANY RARE INSTANCE WHERE COMPANY ELECTS TO ISSUE A REFUND, SUCH DECISION IS MADE AT COMPANY'S SOLE DISCRETION AND SHALL NOT NEGATE THIS POLICY OR BE CONSTRUED AS A WAIVER OF FUTURE ENFORCEMENT.

Any chargeback, reversed payment, cancelled ACH debit, or similar action initiated by the other party against amounts properly charged under any Agreement shall be refunded to Phoenix Ascendant, LLC immediately upon presentation of the applicable Agreement (signed with or without notary, by copy, digital copy, or any electronic format). Company reserves the right to pursue all available remedies for unauthorized chargebacks, including collection costs and attorneys' fees.

Late or failed payments will result in suspension of active services until the account is made current. Continued delinquency past fifteen (15) calendar days may result in termination of the applicable Agreement. Recurring monthly obligations not cancelled in accordance with the applicable Agreement's termination provisions continue to accrue and remain collectible.

Intellectual Property

Map Authority Consultants™, Map Authority Consultants™ powered by Phoenix Ascendant™, AscendSEO™, Hyper-Visibility Partnership™, Hyper-Visibility Partnerships™, The Ember Assessment™, The Foundation™, and Phoenix Ascendant™ are trademarks of Map Authority Consultants, LLC as owned and operated by Phoenix Ascendant, LLC. All proprietary methodologies, frameworks, scoring systems, AI prompts, operational documents, training materials, reports, and deliverables produced by or on behalf of Company remain the exclusive intellectual property of Map Authority Consultants, LLC unless expressly transferred in writing.

The other party may not copy, disclose, resell, redistribute, sublicense, reverse-engineer, or represent Company's proprietary materials as independently created without prior written authorization from Company. This restriction survives termination of any Agreement.

Content, copy, structured data, schema markup, and other materials created specifically for and on behalf of a client for implementation on that client's own digital properties are owned by such client upon receipt of full payment of the associated fees.

The Map Authority Consultants website, brand assets, and all published content are protected by copyright and may not be reproduced without prior written permission.

Confidentiality and Non-Disclosure

Each party agrees to keep confidential all non-public information received from the other party in connection with any Agreement ("Confidential Information"). Confidential Information includes, without limitation, proprietary methodologies, AI prompts, business processes, pricing structures, client lists, financial data, technical systems, and the terms of any Agreement. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Section; (b) was rightfully known to the receiving party before disclosure; or (c) is independently developed without use of Confidential Information.

Obligations under this Section survive termination of any Agreement indefinitely. Company's confidentiality obligations with respect to client-facing engagements are also described in the Company's Privacy Policy published at mapauthorityconsultants.com.

Disclaimers and No Guarantees

AI search platforms — including but not limited to ChatGPT, Google AI Overviews, Perplexity, Grok, Bing Copilot, Claude, and voice assistants — operate under algorithms and systems controlled entirely by their respective owners. These platforms change frequently and without notice. Company has no control over, and makes no representations regarding, the behavior of third-party platforms.

COMPANY MAKES NO GUARANTEE, PROMISE, OR WARRANTY, EXPRESS OR IMPLIED, THAT ANY CLIENT'S BUSINESS WILL APPEAR IN ANY SPECIFIC AI-GENERATED RESPONSE, ACHIEVE ANY SPECIFIC SEARCH RANKING POSITION, RECEIVE ANY SPECIFIC VOLUME OF AI-REFERRED TRAFFIC, OR PRODUCE ANY SPECIFIC REVENUE OUTCOME AS A RESULT OF COMPANY'S SERVICES. ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RESULTS VARY BASED ON INDUSTRY, GEOGRAPHIC MARKET, COMPETITIVE LANDSCAPE, PLATFORM ALGORITHM BEHAVIOR, AND THE QUALITY AND CONSISTENCY OF THE CLIENT'S DIGITAL FOOTPRINT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY TO ANY PARTY UNDER ANY AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY SUCH PARTY TO PHOENIX ASCENDANT, LLC UNDER THE APPLICABLE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Obligations of the Other Party

The party contracting with Company under any Agreement agrees to: (a) provide timely access to digital platforms, accounts, profiles, and materials reasonably requested by Company; (b) respond to communications within five (5) business days unless a different timeframe is specified in the Agreement; (c) ensure the accuracy of all information provided to Company; (d) maintain compliance with all applicable federal, state, and local laws, regulations, and third-party platform terms of service; (e) maintain professional and respectful communication with Company's team; and (f) not engage in conduct that is abusive, fraudulent, or materially harmful to third parties or to the integrity of Company's services.

Company reserves the right, at its sole discretion, to refuse service or terminate any Agreement without further notice if the other party's conduct is found to be abusive, fraudulent, or materially harmful, with all amounts received being fully earned and non-refundable.

Termination

Either party may terminate an ongoing engagement in accordance with the terms set forth in the applicable Agreement. Where no specific termination clause exists, thirty (30) days written notice delivered to [email protected] (for Company) or to the address on file for the other party is required.

One-time engagements (including The Ember Assessment and The Foundation) are not subject to termination once work has commenced, and fees paid are non-refundable as described in Section 04.

Upon termination of any Agreement: (a) the other party retains ownership of all deliverables for which full payment has been received and that were created specifically for use on that party's own digital properties; (b) Company retains all proprietary methodologies, frameworks, tools, and systems; (c) access to any shared reporting platforms or dashboards shall be discontinued; and (d) all payment obligations accrued through the date of termination remain due and collectible.

Force Majeure

Neither party shall be in default or liable for any delay or failure to perform obligations under any Agreement to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riot or civil unrest; actions of governmental authorities; internet or telecommunications outages; platform algorithm changes or outages by third-party AI or search platforms; or labor disputes (each, a "Force Majeure Event"). The party affected by a Force Majeure Event shall: (a) provide prompt written notice to the other party; (b) use commercially reasonable efforts to resume performance as soon as practicable; and (c) not be required to compensate for any delay attributable solely to such event. Financial hardship of either party does not constitute a Force Majeure Event.

Indemnification

Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party and its officers, managers, members, employees, agents, successors, and assigns ("Indemnified Parties") from and against any claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Indemnifying Party's breach of any Agreement or these Terms; (b) the Indemnifying Party's negligence or willful misconduct; or (c) the Indemnifying Party's violation of any applicable law or third-party rights. Company's indemnification obligations do not extend to claims arising from the acts or omissions of third-party AI or search platforms.

Dispute Resolution and Governing Law

These Terms and all Agreements shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

MANDATORY ARBITRATION: Any dispute, claim, or controversy arising out of or relating to these Terms or any Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be resolved by binding arbitration before a single arbitrator selected at Company's sole discretion. Arbitration shall be conducted in Maricopa County, Arizona. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Nothing in this Section shall prevent Company from seeking emergency injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

Entire Agreement and Integration

These Terms, together with the applicable Agreement and any exhibits, schedules, or addenda attached thereto, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No prior or contemporaneous oral agreement shall be deemed to modify any provision of any Agreement or these Terms.

Amendments and Modifications

No amendment, modification, or waiver of any provision of these Terms or any Agreement shall be valid unless made in writing and signed by authorized representatives of both parties. Company reserves the right to update these Terms at any time. Updated Terms will be posted at mapauthorityconsultants.com and/or delivered to active agreement holders with thirty (30) days written notice. Continued performance under any Agreement following the effective date of updated Terms constitutes acceptance.

Waiver

No failure or delay by Company in exercising any right, power, or remedy under these Terms or any Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy precludes any further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach or default shall not be construed as a waiver of any subsequent breach or default of the same or any other provision.

Severability

If any provision of these Terms or any Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from these Terms or the applicable Agreement, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Assignment

The other party may not assign, transfer, delegate, or sublicense any Agreement or any rights or obligations thereunder without Company's prior written consent. Any purported assignment without such consent is null and void. Company may assign any Agreement or its rights and obligations thereunder, in whole or in part, to any successor entity, affiliate, or acquirer of all or substantially all of its assets or business, without the other party's consent, upon written notice.

Notices

All notices, requests, demands, and other communications under any Agreement shall be in writing and delivered by: (a) email to [email protected] (for Company) or to the email address on file for the other party, with confirmation of receipt; (b) U.S. certified mail, return receipt requested; or (c) nationally recognized overnight courier. Notices are effective upon confirmed receipt. Company's physical address for notices: 4539 N. 22nd St., Suite 6125, Phoenix, AZ 85016.

Relationship of the Parties

The relationship between Company and any client or contracting party is that of independent contractors. Nothing in these Terms or any Agreement shall be construed to create an employment relationship, joint venture, partnership, agency relationship, or fiduciary duty between the parties. Neither party has the authority to bind the other in contract or otherwise without express written authorization.

No Third-Party Beneficiaries

These Terms and all Agreements are for the sole and exclusive benefit of the parties thereto and their permitted successors and assigns. Nothing in these Terms or any Agreement, whether express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

Counterparts and Electronic Execution

Any Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, digital signatures, scanned copies of signed documents, and copies transmitted by email or any electronic format shall be deemed originals and shall be fully binding and enforceable to the same extent as original ink signatures. No notarization is required unless expressly stated in the applicable Agreement.

Headings

Section headings in these Terms and in any Agreement are for convenience of reference only and shall not affect the interpretation or construction of these Terms or any Agreement.

Construction and Interpretation

These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing these Terms to be drafted. Wherever the context requires, singular terms shall include the plural and vice versa. "Including" and similar terms are not limiting. "Writing" includes email and electronic formats. "Days" means calendar days unless otherwise specified.

Survival

The following provisions shall survive termination or expiration of any Agreement: Section 04 (Payment, Non-Refundability & Chargebacks); Section 05 (Intellectual Property); Section 06 (Confidentiality and Non-Disclosure); Section 07 (Disclaimers and No Guarantees, including limitations of liability); Section 09 (Termination, with respect to post-termination obligations); Section 11 (Indemnification); Section 12 (Dispute Resolution and Governing Law); and any other provisions that by their nature are intended to survive. Additionally, all accrued payment obligations survive termination and remain collectible.

Acknowledgment

By executing the Agreement to which these Terms are attached, or by commencing performance thereunder, the party confirms that they have read, understood, and agree to be bound by these Universal Terms and Conditions in their entirety.

Acceptance of Universal Terms and Conditions

These Universal Terms and Conditions are incorporated into and made a part of the Agreement to which they are attached ("Primary Agreement"). Execution of the Primary Agreement constitutes acceptance of these Terms in full. No separate signature on this Exhibit is required unless the Primary Agreement expressly calls for it.