TERMS OF SERVICE AGREEMENT

Strategic Capital and Intelligence Group Ltd.

Service: Critical Advice Line

Please take a moment to review the Terms of Service Agreement

1. PARTIES AND ACCEPTANCE
This Terms of Service Agreement (“Agreement”) is between you, the individual user (“Client,” “you,” or “your”), and Strategic Capital and Intelligence Group Ltd. (“SCIG,” “we,” “us,” or “our”). By accessing or using the Critical Advice Line service (“Service”), you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. The Service is provided exclusively to individuals acting in their personal capacity, not to corporations, partnerships, or other entities.

2. CLIENT STATUS, AUTHORITY, AND SOPHISTICATION
You represent and warrant that:
- You are acting solely in your personal capacity and not on behalf of any entity.
- You have not been directed by any employer, board, or third party to obtain the Service.
- Your use of the Service does not breach any duty owed to any third party.

You further acknowledge that:
- You are a sophisticated individual with material experience in business decision-making.
- You are capable of independently evaluating risks and consequences.
- You have had the opportunity to obtain independent legal advice before using the Service.
- You are not relying on any representation, statement, assurance, or promise not expressly set out in this Agreement.

This Agreement shall be interpreted in light of your status as a knowledgeable and experienced commercial actor.

3. NATURE AND SCOPE OF SERVICE
The Service consists of time-limited advisory sessions providing general managerial, strategic, and experience-based guidance. The Service:
- Is informational only.
- Is based exclusively on Client-provided information.
- Does not include investigation, verification, independent fact-checking or due diligence.
- Does not include implementation or execution.

The Service reflects a point-in-time assessment only. SCIG has no obligation to update or revise any advice.

4. NO PROFESSIONAL OR FIDUCIARY RELATIONSHIP
The Service does not constitute:
- Legal advice.
- Financial or investment advice.
- Accounting or tax advice.
- Regulatory or compliance advice.

SCIG is not acting as a fiduciary, agent, lawyer, accountant, financial advisor, investment advisor, tax advisor, or regulated professional advisor. No professional, fiduciary, agency, or special relationship is created. You agree to obtain licensed professional advice where required.

5. NON-RELIANCE AND ASSUMPTION OF RISK
You acknowledge and agree that:
- All decisions and actions are solely your responsibility.
- You assume all risks associated with use of the Service.
- The Service provides judgment-based guidance derived from information you provide and does not constitute complete, definitive, or guaranteed advice.
- The Service may identify one or more possible approaches and does not guarantee any particular outcome. 

You expressly assume risks including, without limitation:
- Employment consequences.
- Financial loss.
- Reputational impact.
- Legal or regulatory exposure.

SCIG has no obligation to verify or validate your information.

6. NO IMPLEMENTATION OR ONGOING DUTY
SCIG:
- Has no role in implementation.
- Has no ongoing duty to monitor, update, or advise.
- Provides no follow-up obligations unless separately agreed in writing.

7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, SCIG’s total liability arising from or relating to any claim shall not exceed the fees paid by you to SCIG for the specific session giving rise to the claim. SCIG shall not be liable for:

- Indirect, incidental, or consequential damages.
- Loss of profits, income, or opportunity.
- Reputational harm.
- Business interruption.
- Punitive or exemplary damages.

This limitation reflects a commercial allocation of risk.

8. INDEMNIFICATION
You agree to indemnify and hold harmless SCIG and its directors, officers, employees, contractors, and agents from any third-party claims arising from:
- Your use of the Service.
- Your use of, reliance on, or implementation of any advice or information provided through the Service.
- Your actions following the Service.
- Any payment dispute, chargeback, reversal attempt, or refund claim made contrary to this Agreement.

9. THIRD-PARTY USE AND NON-ASSIGNMENT
The Service is for your personal use only. You may not:
- Share, distribute, publish, reproduce, or commercialize the advice.
- Allow any third party to rely on the advice.
- Assign or transfer your rights under this Agreement.

10. CONFIDENTIALITY AND RECORDING
You shall not record, reproduce, distribute, publish, or disclose any session, communication, advice, or materials provided through the Service without SCIG’s prior written consent, except as required by law. You are solely responsible for any information you disclose.

11. FEES, PAYMENT, AND TRANSACTION FINALITY
- Fees are payable in advance.
- All transactions are final once submitted, processed, confirmed, or otherwise accepted by SCIG.
- Except where required by applicable law, payments are non-refundable, non-cancellable, and non-reversible.
- This applies to all payment methods, including cryptocurrency, or any other electronic payment mechanism accepted by SCIG.
- You agree not to initiate, request, or pursue any chargeback, payment reversal, dispute, refund claim, or similar payment challenge except where expressly required by applicable law.
- You acknowledge that this Agreement, together with your acceptance of the Service and completion of payment, constitutes evidence of your authorization, consent, and agreement that the transaction is final and non-refundable.

For cryptocurrency payments:
- Transactions are irreversible once confirmed.
- Confirmation timing is outside SCIG’s control.
- Volatility risk is borne by you.

- You are solely responsible for ensuring that any cryptocurrency payment is sent using the correct asset, network, address, and amount. SCIG is not responsible for payments sent to the wrong address, on the wrong network, using an unsupported asset, or otherwise not received or recoverable by SCIG.

12. IMMEDIATE PERFORMANCE AND CANCELLATION
You:
- Request immediate performance of the Service.
- Acknowledge the Service is time-sensitive and capacity-limited.
- Acknowledge that availability is subject to advisor capacity, technical availability, payment confirmation, and operational limitations.
- Agree that fees are non-refundable once the Service is provided, commenced, or made available.

Nothing in this Agreement limits non-waivable legal rights.

13. CROSS-BORDER USE
The Service is provided from Ontario, Canada. You are responsible for ensuring that your use of the Service complies with laws in your jurisdiction. SCIG makes no representation regarding availability or legality outside Ontario.

14. COMPLIANCE AND RESTRICTED USE
You represent that:
- You are not subject to applicable sanctions or restrictions.
- You will not use the Service for unlawful purposes.

SCIG may refuse, suspend, or terminate Service where required by law.

15. FORCE MAJEURE
SCIG is not liable for delays, interruptions, or failures due to events beyond its reasonable control, including technical failures, platform outages, communications failures, internet disruptions, payment-network delays, blockchain-network congestion, or other external disruptions. 

16. DISPUTE RESOLUTION AND ARBITRATION
All disputes shall be resolved by binding arbitration seated in Ontario, Canada.
- Arbitration shall be conducted by a single arbitrator.
- Costs shall be shared equally, subject to applicable law.
- Each party bears its own legal fees.

Remedies are limited as follows:
- No indirect, consequential, or punitive damages.
- Any monetary award shall not exceed fees paid by you to SCIG for the Service giving rise to the claim.

Where required by law, mandatory rights prevail. You waive court proceedings and class actions except where prohibited.

17. LIMITATION PERIOD
Any claim must be brought within one (1) year after of the Service is provided or made available, to the maximum extent permitted by law.

18. GOVERNING LAW
This Agreement is governed by the laws of Ontario and the applicable laws of Canada.

19. SEVERABILITY
Any invalid or unenforceable provision shall be modified or severed without affecting the remainder of this Agreement.

20. SURVIVAL
Provisions relating to liability, indemnity, arbitration, payment finality, and governing law survive termination.

21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties.

22. LANGUAGE
This Agreement is drafted in English and shall be interpreted accordingly.

23. ACCEPTANCE
By using the Service, you confirm that:
- You are a sophisticated individual capable of evaluating risks and consequences.
- You accept all risks associated with using the Service.
- You agree to this Agreement in full.
- You agree that all payments are final except where required by applicable law.