AdviserGPT Terms of Service

Date of Last Revision: December 5, 2024

IMPORTANT – READ CAREFULLY BEFORE USING THE SERVICES: BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE ("TERMS") OR ACCESSING OR USING THE ADVISERGPT SERVICES ("ADVISERGPT"), YOU ARE ACCEPTING ALL OF THE TERMS.

THESE TERMS GOVERN THE PROVISION OF ADVISERGPT BY US TO CUSTOMER. THESE TERMS, THE APPLICABLE ORDER AGREED TO BY CUSTOMER, AND ANY POLICIES OR OTHER DOCUMENTS INCORPORATED BY REFERENCE HEREIN OR THEREIN ARE COLLECTIVELY REFERRED TO AS THE "AGREEMENT".

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE ADVISERGPT. IF THIS AGREEMENT IS CONSIDERED AN OFFER BY US, THEN ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND S2 STRATEGY.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU ARE NOT ENTITLED TO USE ADVISERGPT.

1. Important Terms

1.1 This Agreement is between S2 Strategy LLC (“us” or “we” or “our”) and you (“Customer” or “you” or “your”) and govern your use of AdviserGPT.

1.2 We may modify this Agreement from time to time by posting the updated Agreement on our website. All changes become effective when posted. Such changes are not retroactive, but your continued use of AdviserGPT after any such changes means you agree to such changes. Notwithstanding the above, in no event may we alter the Agreement in a way that meaningfully detracts from our obligations with respect to Confidential Information or Customer Content (both as defined below) as agreed to in this Agreement without express written authorization from you.

1.3 AdviserGPT is a customer acquisition and research tool, and the output provided by AdviserGPT (“Output”) to you in response to your query to AdviserGPT based on data, documents and information uploaded into your Account (“Input”) is not financial advice. The Output of AdviserGPT may be AI-generated and may contain errors and misstatements or may be incomplete. You understand and agree that (a) AdviserGPT and/or the Output is not a replacement for your obligations and responsibilities under the law, and (b) and it is your sole responsibility and obligation to review and approve all Output. You must make an independent determination as to the suitability of the Output in light of your own business and legal requirements before use of the Output. If you are not satisfied for any reason with any portion of the Output, then you should not use it.

2. Trial Access; Other Free Use

2.1 If you are provided trial access to AdviserGPT or any other free use of AdviserGPT (“Trial Access”), you may access AdviserGPT for the period of time set forth in your Order (the “Trial Period”). Trial Access is for the sole and exclusive purpose of enabling Customer to evaluate a prospective purchase of AdviserGPT and not to be deployed as part of Customer’s business processes. Certain features may not be available for use during the Trial Period. Unless earlier terminated, Trial Access will automatically time-out at the end of the Trial Period without further notice.

2.2 All Trial Access is subject to the terms and conditions of the Agreement; supplemental terms and conditions made available by us may also apply and are incorporated herein by this reference. In the event of a conflict between this Section and any other portion of the Agreement, this Section will control. Customer agrees that we, in our sole discretion and for any or no reason, may terminate Customer’s Trial Access or any part thereof without prior notice, and we will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Output (as defined below), if applicable, from AdviserGPT subject to Trial Access before termination or expiration of the Trial Period.

2.3 TRIAL ACCESS IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE WILL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO SUCH ACCESS OR USE UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OUR LIABILITY WILL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATIONS OF LIABILITY” SECTION BELOW, CUSTOMER WILL BE FULLY LIABLE UNDER THE AGREEMENT TO 2S STRATEGY AND ITS AFFILIATES FOR ANY BREACH BY CUSTOMER OF THE AGREEMENT OR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF ADVISERGPT UNDER THIS SECTION 2.

3. Use of AdviserGPT

3.1 Services. We will make available to you AdviserGPT and the technical documentation and usage guides for AdviserGPT available through AdviserGPT or otherwise provided by us (“Documentation”) on a non-exclusive, limited, revocable, non-transferable and non-sublicenseable basis in accordance with these Terms and your order for AdviserGPT referencing these Terms (“Order”) solely: (a) during the relevant Subscription Period (defined below); (b) for use by Customer and by the number of Authorized Users (defined below), (c) for Customer’s own internal business purposes and not for resale or license to third parties, (d) subject to any applicable Usage Allowances (defined below), and (e) in accordance with any additional AdviserGPT rights and limitations specified in the Order.

3.2 Account Creation. In order to use AdviserGPT, you must register and create an account with us (“Account”). You represent and warrant that: (a) all required Account registration information submitted is truthful and accurate; and (b) you will maintain the accuracy of such information.

3.3 Authorized Users. All Authorized Users will be designated by you, and either you or we will enable Authorized Users designated by you. Each Authorized User will be provided with a unique username and password provided by you or us and may only be used by the designated Authorized User. Sharing of usernames and passwords is not permitted. If anyone who is not an Authorized User accesses AdviserGPT using the username or password of an Authorized User. You may permanently (i.e. not for a predefined temporary period of time) replace one Authorized User with another if the original Authorized User no longer has access to AdviserGPT (i.e. is no longer employed by you). If you desire more Authorized Users than are included in your AdviserGPT version, then you must purchase an upgrade to the version of AdviserGPT with the number of Authorized Users you desire. Such upgrade purchase will be prorated for your remaining Subscription Period.

3.4 Contractors and Affiliates. Customer may permit its Contractors and personnel of its Affiliates (both as defined below) to serve as Authorized Users provided that any use of AdviserGPT by each such Contractor or personnel of its Affiliates is solely for the benefit of Customer.

3.5 Support. We will provide standard support services to you with respect to AdviserGPT and your use of AdviserGPT. Send an email to support@s2strategy.ai for all support questions.

3.6 Definitions. “Authorized User” means the persons designated and granted access to AdviserGPT by or on behalf of Customer based on the version of AdviserGPT purchased by you. "Contractor" means the independent contractors and consultants permitted by Customer to serve as Authorized Users. “Usage Allowance” means any usage limits (including the number of Authorized Users), quantities or other parameters specified in the Order with respect to Customer’s use of or access to AdviserGPT. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

4. Subscription; Fees and Payment

4.1 Subscription. This Agreement will become effective on the date of your Order and will continue thereafter for the period of time set forth in your Order (“Subscription Period”). Any contractual terms and conditions, preprinted or otherwise, set forth in a Customer-issued purchase order, will be of no force and effect. Any such purchase order will be solely for the purpose of fulfilling Customer’s internal accounting processes and requirements.

4.2 Fees; Payment Terms. In consideration for the rights granted, you will pay us the total fees set forth on the Order pursuant to the payment terms set forth on the Order. Except as expressly set forth in this Agreement, all fees are non-refundable and non-cancellable.

4.3 Taxes. Our fees do not include any local, state, federal or foreign taxes, levies, or duties of any nature (collectively, “Taxes”). Customer is responsible for timely paying all applicable Taxes arising from the performance of this Agreement, excluding only taxes based on our income. If we have the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount will be invoiced to and paid by Customer unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Customer Obligations

5.1 Use of Customer Content.When your Input is uploaded into AdviserGPT, you grant us a non-exclusive license during your Subscription Period to use, copy, transmit, store, analyze, and back up all Input to: (a) enable you to use AdviserGPT; (b) allow us to improve, develop and protect AdviserGPT; (c) create new services; communicate with you about your subscription; (d) send you information we think may be of interest to you based on your marketing preferences; and (e) disclose to third party service providers and partners to enable and support such purposes.

5.2 Account Activity. You will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content; (b) maintain the confidentiality of your Account login credentials and use commercially reasonable efforts to prevent unauthorized access to, or use of, AdviserGPT; and (c) be fully responsible for all activities that occur under your Account. You are responsible for Authorized Users’ and your Affiliates’ compliance with this Agreement. You will promptly notify us of any unauthorized Account access or unauthorized use of AdviserGPT of which you are aware. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

5.3 Compliance with Applicable Laws. Your use of AdviserGPT and Customer Content will comply with applicable laws, government regulations, and any other legal requirements, including any data localization or data sovereignty laws, regulations, and any other third party legal requirements applicable to you.

5.4 Backups. We try to minimize any downtime, but sometimes it is necessary so we can keep AdviserGPT updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important. You are responsible for maintaining copies of your Customer Content and any other data entered into AdviserGPT. You may export your Customer Content at any time and/or request a copy of your Customer Content from us. We are not liable for loss of your Customer Content or any other data except in accordance with Section 11 (Limitations of Liability).

5.5 Restrictions. You will not, and will not authorized any third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make AdviserGPT available to any third party other than your Affiliates; (b) use AdviserGPT in a way that infringes, misappropriates, or violates any person’s rights; (c) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the software or systems comprising AdviserGPT; (d) attempt automated means to scrape content or Output from AdviserGPT; (e) input, send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (f) interfere with or disrupt the integrity or performance of AdviserGPT; (g) use AdviserGPT in violation of any applicable laws or regulations (including any export, privacy or personal data laws); or (h) attempt to gain unauthorized access to AdviserGPT or related systems or networks.

5.6 Non-AdviserGPT Products. While we enable integrations with applications, services, and content provided by entities or individuals other than us that interoperate with AdviserGPT, including software, data, services, websites or other products (“Non-AdviserGPT Products”) as a convenience to our customers, no such integrations are official partnerships or endorsements. If you enable any Non-AdviserGPT Products for use with AdviserGPT, we assume no responsibility or liability for such Non-AdviserGPT Products including interoperation with AdviserGPT or support, maintenance, security or discontinuation of the Non-AdviserGPT Products. Your use of the Non-AdviserGPT Products is solely between you and the third party provider of the Non-AdviserGPT Product and is governed by such third party’s terms and conditions.

6. Term; Termination

6.1 Agreement Term; Subscription Period This Agreement will become effective on the date of your Order and will continue thereafter for the Subscription Period set forth in your Order (“Initial Subscription Period”), unless terminated earlier in accordance with the terms of this Agreement. The Subscription Period will automatically renew for subsequent additional periods of the same length as the Initial Subscription Period (each a “Renewal Subscription Period”) at the then-current terms and conditions, unless either party provides notice of its intent not to renew at least 30 days before the end of the then-current Initial Subscription Period or Renewal Subscription Period. Your notice to us that you will not renew the Subscription Period must be made by sending an email to contact@s2strategy.ai or through the termination process in your Account.

6.2 Termination. This Agreement may be terminated by either party (a) for any breach of this Agreement by the other party and such breach has continued uncured for a period of 30 days after the breaching party is given written notice of such breach; or (b) effective immediately, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or similar proceedings pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors applies for or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, is wound up or liquidated, or ceases its business activities.

6.3 Effect of Termination. Upon termination of this Agreement, (a) we will immediately terminate access to AdviserGPT, (b) pursuant to Section 7.4, each party will promptly return or destroy, at the Disclosing Party’s direction, all Confidential Information of the Disclosing Party, and all copies thereof, and (c) within 30 days of termination of this Agreement, upon request of Customer we will provide or make available to you all Customer Content in our possession or control and, in any event, within 60 days following termination we will destroy all such Customer Content; upon request a party will confirm compliance with the foregoing provisions of subsections (b) and (c). The provisions of Sections 2.3, 4, 5.4, 5.5, 5.6, 5.7, 6.3, 7, 9, 10, 11 and 12 will survive any termination or expiration of this Agreement.

6.4 Suspension of AdviserGPT Access. We may suspend your access to and use of AdviserGPT: (a) if we deem it necessary to prevent or terminate any prohibited use, or (b) upon notice to you if you commit a material breach of this Agreement. We will provide you with notice and an opportunity to remedy such violation or threat before any such suspension unless we reasonably conclude that your use of AdviserGPT is causing an immediate, material and ongoing harm to the security, integrity or availability of AdviserGPT. We will promptly remove such suspension to AdviserGPT once the applicable violation or threat has been resolved. Suspension of AdviserGPT will not constitute a termination of the Agreement nor will it relieve you of any of your obligations or liabilities under the Agreement.

7. Confidentiality

7.1 Confidential Information “Confidential Information” means all information that is identified as confidential at the time of disclosure by a party (“Disclosing Party”) or reasonably should be known by the party receiving (“Receiving Party”) the information to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. This Agreement, AdviserGPT, the Documentation and all information regarding the performance of AdviserGPT (including availability, uptime, and performance benchmarks) will be deemed to be our Confidential Information. Customer Content is your Confidential Information.

7.2 Non-Confidential Information Notwithstanding the foregoing, Confidential Information will not include information that: (a) has entered the public domain through no action or failure to act by the Receiving Party; (b) before disclosure hereunder was already lawfully in Receiving Party’s possession without any obligation of confidentiality; (c) subsequent to disclosure hereunder is obtained by the Receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the Receiving Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.3 Obligation of Non-Disclosure The Receiving Party agrees (a) not to disclose the Confidential Information of the Disclosing Party to any third parties (except for its subcontractors or professional advisors who are bound by an obligation of confidentiality no less restrictive than this provision), and (b) to use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement. The Receiving Party will safeguard the Confidential Information of the Disclosing Party with at least the same degree of care that it utilizes to safeguard its own Confidential Information, but in any event not less than a reasonable degree of care. The Receiving Party will not remove or alter any copyright, trademark, service mark or other proprietary rights notice attached to or included in any Confidential Information furnished by Disclosing Party.

7.4 Return of Confidential Information Each Receiving Party will destroy or return to Disclosing Party all Confidential Information of the Disclosing Party that the Receiving Party possesses upon the expiration or termination of this Agreement; provided, however, that to the extent that copies of Confidential Information are contained in the Receiving Party’s backup data storage archives and are not readily accessible for deletion, the Receiving Party will not be obligated to delete such copies so long as it does not willfully attempt to access such Confidential Information and continues to comply with the confidentiality restrictions set forth herein.

7.5 Authorized Disclosure If the Receiving Party is compelled by law, regulation, or a court of competent jurisdiction to disclose any of the Disclosing Party’s Confidential Information, to the extent permitted by law, the Receiving Party will promptly notify the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party agrees to cooperate at the Disclosing Party’s expense in seeking such order or other remedy. If disclosure is ultimately required, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment and continue to treat such Confidential Information in accordance with its obligations under this Section. Each party may disclose the terms and conditions of this Agreement: (a) on a confidential basis to legal or financial advisors; (b) pursuant to reports, applications or similar filings submitted to regulatory agencies and governing authorities as required by applicable law; or (c) on a confidential basis in connection with any financing transaction or due diligence inquiry.

7.6 Injunctive Relief Each party acknowledges that the Disclosing Party would be irreparably harmed if Receiving Party’s obligations under this Agreement are not specifically enforced and that Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened breach hereof. Accordingly, the Disclosing Party is entitled to specific performance, injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of proving irreparable harm or posting bond and without waiving any other remedies at law or in equity which may be available in the event of any action to enforce such provisions

8. Proprietary Rights

8.1 Our Ownership As between Customer and us, we own all right, title, and interest in and to AdviserGPT and the hardware and software used to provide AdviserGPT (including any customizations, modifications, adaptations, interfaces or derivative works no matter by whom made), the Documentation, our Confidential Information, and all intellectual property rights related thereto.

8.2 Customer Content Ownership You may provide Input to AdviserGPT and receive Output from AdviserGPT. Input and Output together means “Customer Content”. In no event will you provide any Input with personally identifiable information (“PII”). If you upload or otherwise provide any PII to AdviserGPT we will not have any obligation or liability related to such PII including with respect to any security standards. As between you and us, you own your Customer Content. You may provide Input that is similar or identical to a third party user’s Input or may receive Output that is similar or identical to Output provided to other third party users. Queries that are requested by other third party users and responses provided to other third party users are not your Customer Content.

8.3 Business Contact Information Each of us may be given access to the names and contact information regarding a party’s personnel to exercise their rights or fulfil their obligations under this Agreement (“Business Contact Information”). Each of us consents to the processing of its Business Contact Information and confirms that it has the authority to make such disclosure, that such disclosure will be made in compliance with applicable data protection laws.

8.4 No Other Rights This Agreement does not grant any right or license to any intellectual property except as expressly provided in this Agreement, and no other right or license is to be implied by or inferred from any provision of this Agreement or by the conduct of the parties. This Agreement does not grant any right or license to any intellectual property except as expressly provided in this Agreement, and no other right or license is to be implied by or inferred from any provision of this Agreement or by the conduct of the parties.

9. Warranty and Disclaimer

9.1 Representations and Warranties You warrant that you have the necessary rights in your Input to use it with AdviserGPT and that your use of AdviserGPT will comply with all applicable laws and regulations. Each party represents that, in connection with the AdviserGPT, it has not relied on any term or representation not contained in this Agreement.

9.2 Disclaimer ADVISERGPT IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. ADVISERGPT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, WITH RESPECT TO ADVISERGPT INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE DISCLAIMED. ADVISERGPT DOES NOT REPRESENT OR WARRANT THAT THE USE OF ADVISERGPT WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification and Limitations of Liability

10.1 You will indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third party claim against us arising from your Customer Content, your use of AdviserGPT and/or any Non-AdviserGPT Products, except for losses arising from (a) breach of these terms by us, our employees, contractors or agents, or (b) any gross negligence, willful misconduct, fraud or material error that was solely the responsibility of us, our employees, contractors or agents

10.2 Other than for claims based on liability which by law cannot be limited, our fraud or willful misconduct, in no event will we be liable to you or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services, damage to reputation, or other economic loss, arising out of or in connection with this Agreement, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not we have been advised of the possibility of such loss or damage.

10.3 Other than for claims based on liability which by law cannot be limited, our fraud or willful misconduct, in no event will our total liability to you or any third party for all claims in the aggregate (for damages or liability of any type) in connection with this Agreement exceed the amounts actually paid by you to us for use of AdviserGPT during the 6 months immediately preceding the event giving rise to the claim under this Agreement. Our liability to you for loss or corruption of your data will be limited to taking reasonable steps to try and recover that data from our available backups.

11. General Terms

11.1 Assignment. This Agreement will be binding upon and be enforceable by and against the parties hereto and, to the extent permitted hereby, their respective successors and assigns. This Agreement is not transferable or assignable by either party, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld. Provided, however, either party may, without the other party’s consent, assign or transfer all or part of this Agreement to any Affiliate or to any successor-in-interest to all or substantially all the business or assets of the assigning party pertaining to the subject matter hereof, whether voluntarily or by merger, reorganization, asset sale, or otherwise. Any attempted assignment in violation of this Section will be null and void.

11.2 Subcontracting. AdviserGPT may use subcontractors and other third party providers in connection with the performance of its activities under this Agreement as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third party providers.

11.3 Large Language Models. AdviserGPT will not train or improve any Large Language Models with Customer Content nor retain or log for human review Customer Content. “Large Language Models” means artificial intelligence technology made commercially available by leading vendors in the AI industry.

11.4 Feedback. To the extent that you provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. We may not utilize Feedback in a way that identifies, or could be used to identify, you, Authorized Users, Customer Content, or Customer Confidential Information. “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to us by you relating to AdviserGPT or any of our offerings. Feedback excludes Customer Content.

11.5 Usage Data. We may collect and use Usage Data to develop, improve, support, and operate AdviserGPT. We will not share Usage Data that includes your Confidential Information with a third party except (a) in accordance with Section 7 (Confidentiality) or (b) to the extent the Usage Data is aggregated and anonymized such that you or any Authorized User cannot be identified. “Usage Data” means information reflecting the access, interaction, or use of AdviserGPT by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the foregoing. Other than as strictly required for billing purposes, Usage Data does not include Customer Content, Customer Confidential Information, or any information that identifies or reasonably would permit identification of any Customer Content or Customer Confidential Information.

11.6 Governing Law. This Agreement will be governed by the laws of the State of Nevada and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.

11.7 Dispute Resolution. Subject to the Governing Law Section, any controversy or dispute arising out of or relating to this Agreement, or the breach of this Agreement, that is not promptly resolved by negotiation between the parties, will be resolved by binding arbitration conducted in the English language in accordance with the arbitration rules of the JAMS and United States Federal Arbitration law without reference to state arbitration law, except that you may assert claims in small claims court if your claims qualify. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. For matters with a disputed amount in controversy of more than $250,000, the matter will be heard before a panel of three arbitrators subject to JAMS’ Comprehensive Arbitration Rules and Procedures, and for other matters before a single arbitrator subject to JAMS’ Streamlined Arbitration Rules and Procedures. The place of arbitration will be in Carson City, NV unless the parties have agreed to another location within 15 calendar days from the first referral of the dispute to JAMS; the parties agree that any arbitration hearings will, to the extent possible and consistent with the JAMS arbitration rules, be conducted remotely (i.e. Zoom, phone, and the like). The arbitral award will be final and binding. Each party retains the right to seek judicial assistance: (a) to compel arbitration; (b) to obtain interim measures of protection prior to or pending arbitration, (c) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and/or (d) to enforce any decision of the arbitrator, including the final award. The arbitration proceedings contemplated by this Section will be as confidential and private to the extent permitted by applicable law. To that end, the parties will not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings will not be admissible in any other proceeding, provided, however, that this confidentiality provision will not prevent a petition to vacate or enforce an arbitral award, and will not bar disclosures required by law. You agree that all dispute proceedings (whether in court or by arbitration) will be only on an individual basis and not heard on a class, representative or consolidated basis.

11.8 Notices.All notices must be in writing (in English) and addressed to the parties via email: (a) for AdviserGPT, notice must be sent to contact@s2strategy.ai; and (b) notices to Customer will be sent to the primary email address associated with Customer’s Account. Notices will be deemed given upon sending the email. Either party may change its email address for notices under this Agreement by providing the other party written notice in accordance with this Section.

11.9 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver by a party of any provision of this Agreement in any one instance will not be deemed or construed to be a waiver of such provision for any similar instance in the future or of any subsequent breach.

11.10 Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. The parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.

11.11 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

11.12 Independent Contractors. The relationship between the parties created by this Agreement is that of independent contractors and neither party will have any authority to create any obligation on behalf of the other.

11.13 Publicity. Neither party will use the other’s name, logo or likeness without prior written consent from the other party.

11.14 Construction. The headings of Sections of this Agreement are included solely for convenience of reference and are not to be used to interpret, construe, define, or describe the scope of any aspect of this Agreement. The terms “include,” “including,” “includes” and similar terms mean “including, without limitation.” Each party represents that it has had the opportunity to participate in the preparation of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement. Unless otherwise expressly stated to the contrary herein, all remedies are cumulative and the exercise of any express remedy by either party does not by itself waive such party’s right to exercise its other rights and remedies available at law or in equity.

11.15 Counterparts. The Order referencing these Terms may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together will constitute one single agreement between the parties. The signed Order or counterparts may be exchanged electronically or stored electronically as a photocopy (such as in .pdf format). The parties agree that electronically exchanged or stored copies will be enforceable as original documents and consent to the use of electronic and/or digital signatures for the execution of the Order and further agree the use of electronic and/or digital signatures will be binding, enforceable and admissible into evidence in any dispute regarding this Agreement.

11.16 Order of Precedence. To the extent there is a conflict between the Terms and the Order and the other referenced documents, then the following precedence will apply: (1) the Order; (2) the Terms; and (3) the other referenced documents.

11.17 Entire Agreement. This Agreement (together with the Order, policies and other documents incorporated by reference herein or therein) contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof. Except as otherwise provided in this Agreement, all amendments and modifications to, or waivers of any provisions of, this Agreement must be in writing, signed by the duly authorized representatives of both parties.